Common use of Securities Are Not Registered Clause in Contracts

Securities Are Not Registered. (a) The Holder understands that this Warrant and the Exercise Shares have not been registered under the Securities Act, on the basis that no distribution or public offering is being effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention, other than potential transfers between Affiliates (including affiliated funds) or transfers pursuant to an effective registration statement under, or an exemption from the registration requirements of, the Securities Act. (b) The Holder recognizes that this Warrant and the Exercise Shares may not be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available.