Common use of Restricted Stock; Registration Clause in Contracts

Restricted Stock; Registration. This Warrant is not a registered security. The Corporation represents and warrants that this Warrant is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). The Registered Owner represents and warrants that it is an accredited investor as that term is defined in Rule 501 under the Act. The shares of Common Stock of the Corporation (or the shares into which the Common Stock has been changed or converted) obtained upon exercise of this Warrant shall not be transferable except upon the conditions stated below, which are intended to ensure compliance with federal and state securities laws. The certificates representing these shares of stock, unless the same are registered prior to the exercise of this Warrant, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED IN THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL THAT THE TRANSACTION SHALL NOT RESULT IN A VIOLATION OF FEDERAL OR STATE SECURITIES LAWS."

Restricted Stock; Registration. This Warrant is not a registered security. The Corporation represents and warrants that this Warrant is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). The Registered Owner represents and warrants that it is an accredited investor as that term is defined in Rule 501 under the Act. The shares of Common Stock of the Corporation (or the shares into which the Common Stock has been changed or converted) obtained purchased upon exercise of this Warrant (''Restricted Stock'') or purchasable upon exercise of this Warrant (''Underlying Stock'') shall not be transferable except upon the conditions stated below, which are intended to ensure insure compliance with federal and state securities laws. If, at the time of exercise of this Warrant by the Registered Owner, or assigns, the representations and warranties made by the Registered Owner in the Subscription Agreement of even date herewith are then current, or representations made by the then current owner of this Warrant at the time of exercise reflect compliance with Regulation S, the Company will undertake to cause the Underlying Stock to be issued to the Registered Owner, or assigns, pursuant to Regulation S. The certificates representing these shares of stock, unless the same are registered prior to the exercise of this Warrant, or unless the same are exempt from registration under Regulation S, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED IN THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ''The securities represented by this Certificate have not been registered under the Securities Act of 1933, AS AMENDEDas amended, OR THE SECURITIES LAWS OF ANY STATEor the securities laws of any state. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLDThe securities have been acquired for investment and may not be sold, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF offered for sale or transferred in the absence of an effective registration under the Securities Act of 1933, AS AMENDEDas amended, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL THAT THE TRANSACTION SHALL NOT RESULT IN A VIOLATION OF FEDERAL OR STATE SECURITIES LAWSand any applicable state securities laws or an opinion of counsel satisfactory in form and substance to counsel for the Corporation that the transaction shall not result in a violation of state or federal securities laws."''

Restricted Stock; Registration. This Warrant is not a registered security. The Corporation represents and warrants that this Warrant is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). The Registered Owner represents and warrants that it is an accredited investor as that term is defined in Rule 501 under the Act. The shares of Common Stock of the Corporation (or the shares into which the Common Stock has been changed or converted) obtained purchased upon exercise of this Warrant (''Restricted Stock'') or purchasable upon exercise of this Warrant (''Underlying Stock'') shall not be transferable except upon the conditions stated below, which are intended to ensure insure compliance with federal and state securities laws. If, at the time of exercise of this Warrant by the Registered Owner, or assigns, the representations and warranties made by the Registered Owner in the Subscription Agreement of even date herewith are then current, or representations made by the then current owner of this Warrant at the time of exercise reflect compliance with Regulation S, the Company will undertake to cause the Underlying Stock to be issued to the Registered Owner, or assigns, pursuant to Regulation S. The certificates representing these shares of stock, unless the same are registered prior to the exercise of this Warrant, or unless the same are exempt from registration under Regulation S, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED IN THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ''The securities represented by this Certificate have not been registered under the Securities Act of 1933, AS AMENDEDas amended, OR THE SECURITIES LAWS OF ANY STATEor the securities laws of any state. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLDThe securities have been acquired for investment and may not be sold, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF offered for sale or transferred in the absence of an effective registration under the Securities Act of 1933, AS AMENDEDas amended, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL THAT THE TRANSACTION SHALL NOT RESULT IN A VIOLATION OF FEDERAL OR STATE SECURITIES LAWSand any applicable state securities laws or an opinion of counsel satisfactory in form and substance to counsel for the Corporation that the transaction shall not result in a violation of state or federal securities laws."'' (b)