Common use of Restrictions on Resale or Transfer Clause in Contracts

Restrictions on Resale or Transfer. (a) The Units, Shares, Warrants and Warrant Shares have not been registered under the Securities Act or any state securities laws, and may not be sold or transferred unless (i) such sale or transfer is subsequently registered thereunder; (ii) the undersigned shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the securities are sold pursuant to Rule 144 promulgated under the Securities Act (or a successor rule). (b) The certificate(s) representing the Shares and the Warrant Shares and the Warrants shall each bear restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND UNDER ALL APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.”

Restrictions on Resale or Transfer. (a) The Units, Shares, Warrants and Warrant Shares have not been registered under the Securities Act or any state securities laws, and may not be sold or transferred unless (i) such sale or transfer is subsequently registered thereunder; (ii) the undersigned shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the securities are sold pursuant to Rule 144 promulgated under the Securities Act (or a successor rule)144. (b) The For so long as is required by this Section 6(b), the certificate(s) representing the Shares and the Warrant Shares and the Warrants shall each bear restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “[NEITHER] THIS SECURITY [NOR THE SECURITIES REPRESENTED BY INTO WHICH THIS CERTIFICATE HAVE NOT SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWSAND, AND ACCORDINGLY ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, OR SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON EXERCISE] OF THIS SECURITY] MAY BE PLEDGED IN THE CASE OF CONNECTION WITH A TRANSACTION EXEMPT FROM REGISTRATION, THE COMPANY HAS RECEIVED BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN OPINION OF COUNSEL, “ACCREDITED INVESTOR” AS DEFINED IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED RULE 501(a) UNDER THE SECURITIES ACT AND UNDER ALL APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACTOTHER LOAN SECURED BY SUCH SECURITIES.” (c) Certificates evidencing the Shares and the Warrant Shares shall not contain any legend (including the legend set forth in Section 6(b) hereof), (i) while a Registration Statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, if such Shares or Warrant Shares are eligible for sale under Rule 144, or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission).

Restrictions on Resale or Transfer. (a) The Units, Shares, Warrants and Warrant Shares have not been registered under the Securities Act or any state securities laws, and may not be sold or transferred unless (i) such sale or transfer is subsequently registered thereunder; (ii) the undersigned shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the securities are sold pursuant to Rule 144 promulgated the resale restrictions in Regulation S. The undersigned agrees not to engage in hedging transaction with regard to the securities unless in compliance with the Securities Act. The legend set forth in Section 6(b) below shall not be removed from the certificate(s) representing the Shares and the Warrant Shares and the Warrants under Regulation S until one year from the date of purchase unless the Shares and the Warrant Shares represented thereby have been registered under the Securities Act (or a successor rule)Act. (b) The certificate(s) representing the Shares and the Warrant Shares and the Warrants shall each bear restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY MAY NOT BE OFFERED FOR SALEOFFERED, SOLD SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (i) IN THE ABSENCE OF AN EFFECTIVE ACCORDANCE WITH REGULATION S (RULE 901 THROUGH 905, AND PRELIMINARY NOTES), (ii) PURSUANT TO A REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR IN (iii) PURSUANT TO A TRANSACTION NOT SUBJECT TO THE SPECIFIC EXEMPTION FROM REGISTRATION REQUIREMENTS OF AVAILABLE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, THE COMPANY HAS RECEIVED AN WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, COMPANY THAT REGISTRATION THE PROPOSED DISPOSITION IS NOT REQUIRED UNDER CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AND UNDER ALL AS WELL AS ANY APPLICABLE STATE “BLUE SKY” OR SIMILAR SECURITIES LAWS OR LAW. ANY HEDGING TRANSACTION INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS SOLD PURSUANT TO RULE 144 UNDER IN COMPLIANCE WITH THE SECURITIES ACT.” (c) The Company refuses to register any transfer of the Units, Shares, Warrants, Warrant Shares or Common Stock issuable under the Units not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration.

Restrictions on Resale or Transfer. (a) The Units, Shares, Warrants and Warrant Shares have not been registered under the Securities Act or any state securities laws, and may not be sold or transferred unless (i) such sale or transfer is subsequently registered thereunder; (ii) the undersigned shall have delivered to the Company an opinion of counsel (the substance of which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the securities are sold pursuant to Rule 144 promulgated under the Securities Act (or a successor rule); or (iv) such sale or transfer is to an Affiliate of the undersigned. (b) The certificate(s) representing the Shares and the Warrant Shares and the Warrants shall each bear restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such securitiessecurities to the extent such transfer does not comply with the provisions set forth in Section 6(a) above): “THE SECURITIES REPRESENTED BY 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 AMENDED as amended (THE “SECURITIES ACT”the "Securities Act"), OR APPLICABLE STATE SECURITIES LAWSor applicable state securities laws, AND ACCORDINGLY MAY NOT BE OFFERED FOR SALEand accordingly may not be offered for sale, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTsold or otherwise transferred in the absence of an effective registration statement for the securities under the Securities Act or in a transaction not subject to the registration requirements of the Securities Act, IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONin each case in accordance with applicable state securities laws and in the case of a transaction exempt from registration, THE COMPANY HAS RECEIVED AN OPINION OF COUNSELthe Company has received an opinion of counsel, IN FORMin substance reasonably acceptable to the Company, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANYthat registration is not required under the Securities Act or unless sold pursuant to Rule 144 under the Securities Act." (c) The restrictive legend set forth in Section 5(b) shall be removed upon (i) a sale or transfer pursuant to an effective registration statement, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND UNDER ALL APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT(ii) a sale or transfer pursuant to an exemption from registration, (iii) a sale or transfer pursuant to Rule 144, or (iv) once eligible for resale under Rule 144(k).”

Restrictions on Resale or Transfer. (a) The Units, Shares, Warrants Notes and Warrant Note Shares have not been registered under the Securities Act or any state securities laws, and may not be sold or transferred unless (i) such sale or transfer is subsequently registered thereunder; (ii) the undersigned shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the securities are sold pursuant to the resale restrictions under Rule 144 promulgated under 144. The undersigned agrees not to engage in hedging transaction with regard to the securities unless in compliance with the Securities Act (or a successor rule)Act. (b) The certificate(s) representing the Note Shares and the Warrant Shares and the Warrants shall each bear restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND UNDER ALL APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.”

Restrictions on Resale or Transfer. (a) The Units, Shares, Warrants and Warrant Shares have not been registered under the Securities Act or any state securities laws, and may not be sold or transferred unless (i) such sale or transfer is subsequently registered thereunder; (ii) the undersigned shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the securities are sold pursuant to Rule 144 promulgated the resale restrictions in Regulation S. The undersigned agrees not to engage in hedging transactions with regard to the securities unless in compliance with the Securities Act. The legend set forth in Section 6(b) below shall not be removed from the certificate(s) representing the Shares and the Warrant Shares and the Warrants under Regulation S until one year from the date of purchase unless the Shares and the Warrant Shares represented thereby have been registered under the Securities Act (or a successor rule)Act. (b) The certificate(s) representing the Shares and the Warrant Shares and the Warrants shall each bear restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY MAY NOT BE OFFERED FOR SALEOFFERED, SOLD SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (i) IN THE ABSENCE OF AN EFFECTIVE ACCORDANCE WITH REGULATION S (RULE 901 THROUGH 905, AND PRELIMINARY NOTES), (ii) PURSUANT TO A REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR IN (iii) PURSUANT TO A TRANSACTION NOT SUBJECT TO THE SPECIFIC EXEMPTION FROM REGISTRATION REQUIREMENTS OF AVAILABLE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, THE COMPANY HAS RECEIVED AN WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, COMPANY THAT REGISTRATION THE PROPOSED DISPOSITION IS NOT REQUIRED UNDER CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AND UNDER ALL AS WELL AS ANY APPLICABLE STATE “BLUE SKY” OR SIMILAR SECURITIES LAWS OR LAW. ANY HEDGING TRANSACTION INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS SOLD PURSUANT TO RULE 144 UNDER IN COMPLIANCE WITH THE SECURITIES ACT.” (c) The Company refuses to register any transfer of the Units, Shares, Warrants or Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration.