Common use of Restrictions Under Securities Laws Clause in Contracts

Restrictions Under Securities Laws. The Registered Holder understands that neither the offer and sale of this Warrant nor the offer and sale of shares of Warrant Stock that may be purchased upon exercise thereof have been registered under the Act, or any state securities laws. As a condition to the issuance of this Warrant and to its exercise the Registered Holder hereby represents and warrants to the Company that: (a) The Warrant and the underlying shares of Warrant Stock (collectively, the "SECURITIES") are being and/or will be acquired by the Registered Holder in a transaction exempt from registration under Section 4(2) of the Act and/or Regulation D promulgated under the Act, for its own account, for investment purposes only, and not with a view to the sale or other distribution thereof within the meaning of the Act and the Registered Holder has no present intention of selling or otherwise disposing of all or any portion of the Securities except as permitted by the Warrant Purchase Agreement and this Warrant. (b) The Registered Holder is capable of evaluating the merits and risks of any investment in the Securities, is financially capable of bearing a total loss of this investment and either: (i) has a preexisting personal or business relationship with the Company or its principals; (ii) by reason of the Registered Holder's business or financial experience, has the capacity to protect his or its own interests in connection with this investment; or (iii) if the Registered Holder is the Initial Registered Holder, is an "accredited investor" within the meaning of Regulation D promulgated under the Act, as amended. (c) The Registered Holder has had access to all information regarding the Company, its present and prospective business, assets, liabilities and financial condition that the Registered Holder considers important to making the decision to acquire the Securities and has had ample opportunity to ask questions of and receive answers from the Company's representatives concerning an investment in the Securities and to obtain any and all documents requested in order to supplement or verify any of the information supplied. (d) The Registered Holder understands that the Securities shall be deemed restricted securities under the Act and may not be resold unless they are registered under the Act and any applicable State securities law, or in the opinion of counsel in form and substance satisfactory to the Company, an exemption from such registration is available. (e) The Registered Holder is aware of Rule 144 promulgated under the Act, which rule provides, in substance, that: (i) after one year from the date restricted securities have been purchased and fully paid for, a holder may transfer restricted securities provided certain conditions are met (e.g., certain public information is available about the Company), and specific limitations on the amount of shares which can be sold within certain periods and the manner in which such shares must be sold are complied with; and (ii) after two years from the date the securities have been purchased and fully paid for, holders who are not "affiliates" of the Company may sell restricted securities without satisfying such conditions. (f) The Registered Holder further understands that if the requirements of Rule 144 are not met, registration under the Act or compliance with some other registration exemption will be required for any disposition of the Securities; and that, although Rule 144 is not exclusive, the SEC has expressed its opinion that persons proposing to sell restricted securities other than in a registered offering or other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and such persons and the brokers who participate in the transactions do so at their own risk. The Registered Holder understands that the Company is under no obligation to register the Securities or take any other actions under the Act or any state securities laws.

Restrictions Under Securities Laws. The Registered Holder understands Seller acknowledges that neither it is aware that the offer Purchase Stock to be issued to it by Purchaser pursuant to the Purchase Agreement and sale of this Warrant nor the offer and sale of shares of Warrant Stock that may be purchased upon exercise thereof have Agreement has not been registered under the Securities Act of 1933 (the "SECURITIES ACT") and that the Purchase Stock is deemed to constitute "restricted securities" under Rule 144 promulgated under the Securities Act. In this regard, or any state securities laws. As a condition to the issuance of this Warrant and to its exercise the Registered Holder hereby Seller represents and warrants to Purchaser that Seller will hold the Company that: (a) The Warrant Purchase Stock for Seller's own account and the underlying shares of Warrant Stock (collectively, the "SECURITIES") are being and/or will be acquired by the Registered Holder in a transaction exempt from registration under Section 4(2) of the Act and/or Regulation D promulgated under the Act, for its own account, for investment purposes only, and not with a view to the sale or other distribution thereof within the meaning of the Act and the Registered Holder has no present intention of distributing or selling or otherwise disposing of all or any portion of the Securities Purchase Stock except as permitted by under the Warrant Purchase Agreement Securities Act. Seller further represents and this Warrant. (b) The Registered Holder is capable of evaluating the merits and risks of any investment in the Securities, is financially capable of bearing a total loss of this investment and either: warrants that Seller has either (i) has a preexisting personal or business relationship relationships with the Company Purchaser or any of its principals; officers, directors or controlling persons, or (ii) by reason of the Registered Holder's business or financial experience, has the capacity to protect his or its own interests in connection with this investment; the receipt of the Purchase Stock by virtue of the business or (iii) if financial expertise of any professional advisors to the Registered Holder is Seller who are unaffiliated with and who are not compensated by the Initial Registered HolderPurchaser or any of its affiliates, is an "accredited investor" within directly or indirectly. Seller acknowledges that the meaning exemption from registration of Regulation D promulgated the Purchase Stock under the Act, as amended. (c) The Registered Holder has had access to all information regarding the Company, its present and prospective business, assets, liabilities and financial condition that the Registered Holder considers important to making the decision to acquire Securities Act provided under Rule 144 of the Securities and has had ample opportunity to ask questions of and receive answers Act will not be available for at least two years from the Company's representatives concerning an investment in the Securities and to obtain any and all documents requested in order to supplement or verify any of the information supplied. (d) The Registered Holder understands that the Securities shall be deemed restricted securities under the Act and may not be resold Closing Date unless they are registered under the Act and any applicable State securities law, or in the opinion of counsel in form and substance satisfactory to the Company, an exemption from such registration is available. (e) The Registered Holder is aware of Rule 144 promulgated under the Act, which rule provides, in substance, that: (i) after at least one year from the date restricted securities have been purchased and fully paid forClosing Date (i) a public trading market then exists for the Common Stock of Purchaser, a holder may transfer restricted securities provided certain conditions are met (e.g., certain public information is available about the Company), and specific limitations on the amount of shares which can be sold within certain periods and the manner in which such shares must be sold are complied with; and (ii) after two years from adequate information concerning Purchaser is then available to the date public, and (iii) Seller complies with the securities have been purchased other terms and fully paid for, holders who are not "affiliates" of the Company may sell restricted securities without satisfying such conditions. (f) The Registered Holder further understands that if the requirements conditions of Rule 144 are not met, registration under 144. Seller further acknowledges that any sale of Purchase Stock may be made only in limited amounts in accordance with the Act or compliance with some other registration exemption will be required for any disposition terms and conditions of the Securities; and that, although Rule 144 is not exclusive, the SEC has expressed its opinion that persons proposing to sell restricted securities other than in a registered offering or other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and such persons and the brokers who participate in the transactions do so at their own risk. The Registered Holder understands that the Company is under no obligation to register the Securities or take any other actions under the Act or any state securities laws144.