Common use of Restrictive Legend of Non-tradeable Warrants Clause in Contracts

Restrictive Legend of Non-tradeable Warrants. No registration is required for the offer and sale of the Non-tradeable Warrants by the Company to the Holders. The Non-tradeable Warrants may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Non-tradeable Warrants other than pursuant to an effective registration statement or Rule 144 promulgated under the Securities Act, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Non-tradeable Warrant under the Securities Act. Certificates evidencing the Non-tradeable Warrants shall not contain any legend: (i) while a registration statement covering the resale of such security is effective under the Securities Act; (ii) following any sale of such Non-tradeable Warrants pursuant to Rule 144 (assuming cashless exercise of the Non-tradeable Warrants); (iii) if such Non-tradeable Warrants are eligible for sale under Rule 144 (assuming cashless exercise of the Non-tradeable Warrants); or (iv) 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). The Company shall cause its counsel to issue a legal opinion to the Warrant Agent or the Holder promptly if required by the Warrant Agent to effect the removal of the legend hereunder, or if requested by a Holder, respectively. If all or any portion of a Non-tradeable Warrant is exercised at a time when a legend is not required pursuant to clauses (i)-(iv) above, then such Non-tradeable Warrants shall be issued free of all legends.

Restrictive Legend of Non-tradeable Warrants. No registration is required for the offer and sale of the Non-tradeable Warrants by the Company to the Holders. The Non-tradeable Warrants may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Non-tradeable Warrants other than pursuant to an effective registration statement or Rule 144 promulgated under the Securities Act, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Non-tradeable Warrant under the Securities Act. Certificates evidencing the Non-tradeable Warrants shall not contain any legend: (i) while a registration statement covering the resale of such security is effective under the Securities Act; (ii) following any sale of such Non-tradeable Warrants pursuant to Rule 144 (assuming cashless exercise of the Non-tradeable Warrants); (iii) if such Non-tradeable Warrants are eligible for sale under Rule 144 (assuming cashless exercise of the Non-Non- tradeable Warrants); or (iv) 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). The Company shall cause its counsel to issue a legal opinion to the Warrant Agent or the Holder promptly if required by the Warrant Agent to effect the removal of the legend hereunder, or if requested by a Holder, respectively. If all or any portion of a Non-tradeable Warrant is exercised at a time when a legend is not required pursuant to clauses (i)-(iv) above, then such Non-tradeable Warrants shall be issued free of all legends.

Restrictive Legend of Non-tradeable Warrants. No registration is required for the offer and sale of the Non-tradeable Warrants by the Company to the Holders. The Non-Non- tradeable Warrants may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Non-tradeable Warrants other than pursuant to an effective registration statement or Rule 144 promulgated under the Securities Act, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Non-tradeable Warrant under the Securities Act. Certificates evidencing the Non-tradeable Warrants shall not contain any legend: (i) while a registration statement covering the resale of such security is effective under the Securities Act; (ii) following any sale of such Non-Non- tradeable Warrants pursuant to Rule 144 (assuming cashless exercise of the Non-tradeable Warrants); (iii) if such Non-tradeable Warrants are eligible for sale under Rule 144 (assuming cashless exercise of the Non-tradeable Warrants); or (iv) 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). The Company shall cause its counsel to issue a legal opinion to the Warrant Agent or the Holder promptly if required by the Warrant Agent to effect the removal of the legend hereunder, or if requested by a Holder, respectively. If all or any portion of a Non-tradeable Warrant is exercised at a time when a legend is not required pursuant to clauses (i)-(iv) above, then such Non-tradeable Warrants shall be issued free of all legends.