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 (collectively the "Registrable Securities") have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear the following legend 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 may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amended, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under 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 the Securities Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the Warrant Shares (collectively collectively, the "Registrable Warrant Securities") have not been registered under the Securities Act of 1933, as amended 1933 (the "Act")) for public resale. Upon exercise, in part or of in whole, of the Warrants, certificates representing the Shares shares of Common Stock and any of the other securities issuable upon exercise of the Warrants shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securitieslegend: The securities Securities represented by this certificate have not been registered under the Securities Act of 1933 ("Act") for public resale, and may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amendedAct, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under the Securities 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 the Securities such Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the Shares (collectively the "“Registrable Securities"”) have not been registered under the Securities Act of 1933, as amended (the "“Act"”). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear the following legend 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 may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amended, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under 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 the Securities Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the Shares (collectively the "Registrable Securities") shares of Warrant Stock have not 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 shares of Warrant Stock and any other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securitieslegend: The securities represented by this certificate may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amendedamended (the "Securities Act"), (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under 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 the Securities Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and Warrants, the Shares (collectively and any other securities issuable upon exercise of the "Registrable Securities") Warrants have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares of Common Stock and any other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securitieslegend: The securities represented by this certificate may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amendedAct, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under the Securities 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 the Securities such Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the Shares shares of Common Stock or other securities issuable upon exercise of the Warrants (collectively collectively, the "Registrable Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares Warrant Securities shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securitieslegend: 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 amendedAct, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under the Securities 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 the Securities such Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the Warrant Shares (collectively collectively, the "Registrable Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act")for public resale. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shares of Common Stock and any of the other securities issuable upon exercise of the Warrants shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securitieslegend: The securities represented by this certificate have not been registered under the Securities Act of 1933 ("Act") for public resale, and may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amendedAct, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under the Securities 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 the Securities such Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the Warrant Shares (collectively collectively, the "Registrable “Warrant Securities"”) have not been registered under the Securities Act of 1933, as amended 1933 (the "“Act")”) for public resale. Upon exercise, in part or of in whole, of the Warrants, certificates representing the Shares shares of Common Stock and any of the other securities issuable upon exercise of the Warrants shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securitieslegend: The securities Securities represented by this certificate have not been registered under the Securities Act of 1933 ("Act") for public resale, and may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amendedAct, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under the Securities 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 the Securities such Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the Shares Warrant Securities (collectively the "Registrable Securities") have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear the following legend 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 may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amendedAct, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under the Securities 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 the Securities such Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the Shares (collectively issuable upon exercise of the "Registrable Securities") Warrants have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants (the "Warrant Shares") shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securitieslegend: 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 amendedAct, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under the Securities 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 the Securities such Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants, the Shares, and any of the other securities issuable upon exercise of the Warrants and the Shares (collectively collectively, the "Registrable Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrants, The certificates representing the Shares Warrant Securities shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securitieslegend: 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 amendedAct, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under the Securities 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 the Securities such Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the Shares Warrant Securities (collectively the "Registrable SecuritiesREGISTRABLE SECURITIES") have not been registered under the Securities Act of 1933, as amended (the "ActACT"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear the following legend 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 may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amended, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under 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 the Securities Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Placement Agent Warrants and the Warrant Securities have not been registered under the Act. The Warrant Securities and/or the Warrant Shares (collectively shall be registered in the "Registrable Securities") IPO for public resale. Upon exercise, in part or in whole, of the Placement Agent Warrants, certificates representing the Warrant Securities shall bear the following legend if not previously registered: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear the following legend 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 and may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amendedAct, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under the Securities 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 the Securities such Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the Shares (collectively the "Registrable Securities") have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear the following legend 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 may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amended, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under 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 the Securities Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and Warrants, the Shares (collectively and any of the "Registrable Securities") other securities issuable upon exercise of Warrants have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares and any other securities issuable upon exercise of Warrants shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securitieslegend: 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 Securities Act of 1933, as amendedAct, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under the Securities 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 the Securities such Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the Shares Warrant Securities (collectively the "Registrable Securities") have not 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 shall bear the following legend 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 may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amended, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under 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 the Securities Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the Shares shares of Common Stock issuable upon exercise of the Warrants (collectively the "Registrable Securities") have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear the following legend 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 may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amendedAct, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under the Securities 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 the Securities such Act and applicable state securities laws is available.