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

Registration Under the Securities Act of 1933. Neither the Warrants nor the Warrant Shares (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933 (the "Act") for public resale. The Warrants, and any securities issuable upon exercise of the Warrants shall bear the following legends: The Securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") and may not be offered, sold, pledged or otherwise transferred 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 the Act relating to the disposition of securities), provided that the issuer of this certificate is provided with an opinion of counsel reasonably satisfactory to the issuer, that an exemption from registration under such Act is available. The transfer or exchange of the securities represented by this certificate is restricted in accordance with the warrant agreement referred to herein.

Registration Under the Securities Act of 1933. Neither The Warrants and the shares of Common Stock issuable upon exercise of the Warrants nor and any of the Warrant Shares (collectively, other securities issuable upon exercise of the "Warrant Securities") Warrants have not been registered under the Securities Act of 1933 1933, as amended (the "Act") for public resale. The 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 legendslegend: The Securities securities represented by this certificate have not been registered under the Securities Act of 1933 1933, as amended (the "Act") for public resale, and may not be offered, sold, pledged offered or otherwise transferred 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 the such Act relating to the disposition of securities), provided that the issuer of this certificate is provided with or (iii) an opinion of counsel counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available. The transfer or exchange of the securities represented by this certificate is restricted in accordance with the warrant agreement referred to herein.

Registration Under the Securities Act of 1933. Neither The Warrants and the shares of Class A Common Stock issuable upon exercise of the Warrants nor the Warrant Shares (collectively, the "Warrant Securities") have not been registered under the Securities Act of 1933 1933, as amended (the "Act") for public resale. The Warrants, and the certificates representing the Warrant Securities or any securities issuable upon exercise of the Warrants other evidence thereof shall bear the following legendslegend: The Securities securities represented by this certificate have not been registered under the Securities Act of 1933 1933, as amended (the "Act") ), and may not be offered, sold, pledged offered or otherwise transferred 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 the such Act relating to the disposition of securities), provided that the issuer of this certificate is provided with or (iii) an opinion of counsel counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available. The transfer or exchange of the securities represented by this certificate is restricted in accordance with the warrant agreement referred to herein.

Registration Under the Securities Act of 1933. Neither The Warrants have not been registered under the Act. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares of Common Stock underlying the Warrants nor and any of the Warrant Shares other securities issued or issuable upon exercise of the Warrants (collectively, the "Warrant SecuritiesShares") have been registered under the Securities Act of 1933 (the "Act") for public resale. The Warrants, and any securities issuable upon exercise of the Warrants shall bear be subject to the following legendslegend: "The Securities securities represented by this certificate have not been registered under the Securities Act of 1933 1933, as amended (the "Act") ), and may not be offered, sold, pledged offered or otherwise transferred 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 the such Act relating to the disposition of securities), provided that the issuer of this certificate is provided with or (iii) an opinion of counsel counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available. The transfer or exchange of the securities represented by this certificate is restricted in accordance with the warrant agreement referred to herein."

Registration Under the Securities Act of 1933. Neither the Warrants Warrants, the Warrant Shares nor the shares of Common Stock underlying the Warrant Shares (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933 (the "Act") for public resale. The Warrants, and any securities issuable upon exercise of the Warrants shall bear the following legends: The Securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") and may not be offered, sold, 50 pledged or otherwise transferred 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 the Act relating to the disposition of securities), provided that the issuer of this certificate is provided with an opinion of counsel reasonably satisfactory to the issuer, that an exemption from registration under such Act is available. The transfer or exchange of the securities represented by this certificate is restricted in accordance with the warrant agreement referred to herein.

Registration Under the Securities Act of 1933. Neither The Warrants and the shares of Common Stock issuable upon exercise of the Warrants nor and any of the Warrant Shares (collectively, other securities issuable upon exercise of the "Warrant Securities") Warrants have not been registered under the Securities Act of 1933 1933, as amended (the "Act") for public resale. The 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 legendslegend: The Securities securities represented by this certificate have not been registered under the Securities Act of 1933 1933, as amended (the "Act") for public resale, and may not be offered, sold, pledged offered or otherwise transferred 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 the Act relating to the disposition of securities), provided that the issuer of this certificate is provided with an opinion of counsel counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available. The transfer or exchange of the securities represented by this certificate is restricted in accordance with the warrant agreement referred to herein.

Registration Under the Securities Act of 1933. Neither the Warrants nor the Warrant Shares (collectivelyjointly, the "Warrant Securities") have been registered under the Securities Act of 1933 1933, as amended (the "Act") ), for public resalesale to Sands Brothers. The Warrants, Warrants and any securities issuable upon exercise of the Warrants Warrant Shares shall bear the following legends: The Securities represented by this certificate have were not been registered for sale by the issuer under the Securities Act of 1933 1933, as amended (the "Act") ), and may not be offered, sold, pledged or otherwise transferred 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 the Act relating to the disposition of securities), provided that the issuer of this certificate is provided with an opinion of counsel reasonably satisfactory to the issuer, that an exemption from registration under such Act is available. The transfer or exchange of the securities represented by this certificate is restricted in accordance with the warrant agreement referred to herein.