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

Registration Under the Securities Act of 1933. The Warrants and any of the other securities issuable upon exercise of the 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, and any of the other 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 Warrants, the Warrant Shares and any of the other securities issuable upon exercise of the 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 Warrant Shares underlying the Warrants, and any of the other 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 any Warrant, the shares of the Common Stock or other securities issuable upon exercise of the Warrants Warrant, (collectively, the "Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") pursuant to the Company's Registration Statement on Form SB- 2 (Registration No. 333-62489) (the "Registration Statement"). Upon exercise, in part or in whole, of the Warrants, The certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") 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 Warrants, the Shares, and any of the other securities issuable upon exercise of the 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, and any of the other 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 any of the other securities issuable upon exercise of the 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 Common Stock underlying the Warrants, Warrants and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant SecuritiesShares") 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, and any the shares of the other securities Common Stock issuable upon exercise of the Warrants 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, Warrant certificates representing the Shares underlying the Warrants, shares of Common Stock and any of the other securities issuable upon exercise of the Warrants or issuable pursuant to this Warrant (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 (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 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, and any the shares of Common Stock issuable upon exercise of the Warrants or other securities issuable upon exercise of the Warrants 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, Warrant certificates representing the Shares underlying the Warrants, shares of Common Stock and any of the other 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 (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 Act relating to the disposition of securities), or (iii) an opinion of counselcounsel of the holder, 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 Shares, the Underlying Warrants and any of the other securities issuable upon exercise of Underlying Warrants Shares (collectively the Warrants "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 underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectivelyShares, the "Warrant Securities") Underlying Warrants or the Underlying Warrants Shares, as the case may be, 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 Securities Act of 1933, as amended (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 Shares, the Underlying Series A Warrants, the Underlying Series B Warrants and any of the other securities issuable upon exercise of Underlying Warrant Shares (collectively the Warrants "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 underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectivelyShares, the "Warrant Securities") Underlying Warrants or the Underlying Warrants Shares, as the case may be, 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 Securities Act of 1933, as amended (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 Common Stock issuable upon exercise of the Warrants and any of the other securities issuable upon exercise of the Warrants 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 underlying the Warrants, shares of Common Stock and any of the other 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")) 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, the shares of Common Stock underlying the Warrants and any of the 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"). Upon The Warrants and upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, shares of Common Stock and any of the other 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 (the "Act"), and may not be offered offered, sold, pledged hypothecated, assigned or sold transferred 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 other securities issuable upon exercise of the 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 Common Stock underlying the Warrants, Warrants and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant SecuritiesShares") 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. (a) The Warrants and the shares of Common Stock issuable upon exercise of the Warrants and any of the other securities issuable upon exercise of the Warrants 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 underlying the Warrants, shares of Common Stock and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: : (b) The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("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 Warrants, the shares of Preferred Stock and any of the other securities Securities issuable upon exercise of the Warrants have not been registered under the Securities Act of 1933, 1933 as amended (the "Act"). Upon exercise, in part whole or in wholepart, of the Warrants, certificates representing the Shares Preferred Stock underlying the Warrants, Warrants and any of the other securities Securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: . The securities 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 securitiesSecurities), 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 any the shares of Common Stock issuable upon exercise of the Warrants or other securities issuable upon exercise of the Warrants Warrants, have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrant certificates representing the shares of Common Stock underlying the Warrants, certificates representing the Shares underlying the Warrants, shares of Common Stock and any of the other 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 Warrants, the Shares and any of the other securities issuable upon exercise of the 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 Common Stock underlying the Warrants, Warrants and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant SecuritiesShares") 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 other securities issuable upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon The Warrant Certificates 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") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("ActACT"), 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. (1) The Warrants and the shares of Capital Stock issuable upon exercise of the Warrants and any of the other securities issuable upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended (the "Act"). ) for public resale. (2) Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, shares of Capital Stock and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: : (b) The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("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, including the exemption referred to as the 4(1)1/2 exemption.

Registration Under the Securities Act of 1933. The Units, the Shares, the Underlying Warrants and any of the other securities issuable upon exercise of Underlying Warrant Shares (collectively the Warrants "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 Representative's Warrants, certificates representing the Units (or if the Units have become detachable, the Shares underlying and the Underlying Warrants) or, and any of upon the other securities issuable upon exercise of the Warrants (collectivelyUnderlying Warrants, the "Underlying Warrant Securities") 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 is available.be

Registration Under the Securities Act of 1933. The Warrants Warrants, the shares of Common Stock and any the shares of the Convertible Preferred Stock or other securities issuable upon exercise of the Warrants Warrants, (collectively, the "Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") pursuant to the Company's Registration Statement on Form S-1 (Registration No. 333-33465) (the "Registration Statement"). Upon exercise, in part or in whole, of the Warrants, The certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") 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 Warrants, the Warrant Shares and any of the other securities issuable upon exercise of the 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, Common Stock and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant SecuritiesWARRANT 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 Warrants, the shares of Common Stock and any of the other securities issuable upon exercise of the Warrants have not been registered under the Securities Act of 1933, 1933 as amended (the "Act"). Upon exercise, in part whole or in wholepart, of the Warrants, certificates representing the Shares underlying the Warrants, Warrants and any of the other 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 Shares and any of the other securities issuable upon exercise of the 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, Warrants and any of the other securities issuable upon exercise of the Warrants (collectivelycollectively with the shares and other securities issuable on exercise of the Additional Warrants as provided in Section 12, the "Warrant SecuritiesShares") 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. (a) The Warrants and the shares of Common Stock issuable upon exercise of the Warrants and any of the other securities issuable upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended (the "Act"). ) for public resale. (b) Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, shares of Common Stock and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: : (c) The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("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.