Common use of Securities Are Not Registered Clause in Contracts

Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act, on the basis that no distribution or public offering of the stock of the Corporation is to be 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. (b) The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Holder recognizes that, except as provided herein, the Corporation has no obligation to register the Warrant or the Exercise Shares of the Corporation, or to comply with any exemption from such registration.

Securities Are Not Registered. (a) The Holder understands that the this Warrant and the Exercise Shares have not been registered under the Securities Act, Act on the basis that no distribution or public offering of the stock of the Corporation Company is to be 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. (b) The Holder recognizes that the this Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Holder recognizes that, except as provided herein, that the Corporation Company has no obligation to register the this Warrant or the Exercise Shares of the CorporationShares, or to comply with any exemption from such registration.

Securities Are Not Registered. (a) The Holder understands that the offer and sale of the Warrant and or the Exercise Shares have not been registered under the Securities Act, Act on the basis that no distribution or public offering of the stock of the Corporation Company is to be 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. (b) The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Holder recognizes that, except as provided herein, that the Corporation Company has no obligation to register the Warrant or or, except as provided in the Purchase Agreement, the Exercise Shares of the Corporation, or to comply with any exemption from such registrationShares.

Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act, ”) on the basis that no distribution or public offering of the stock of the Corporation Company is to be 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. (b) The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Holder recognizes that, except as provided herein, that the Corporation Company has no obligation to register the Warrant or the Exercise Shares of the CorporationCompany, or to comply with any exemption from such registration. (c) The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are

Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act, ”) on the basis that no distribution or public offering of the stock of the Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding his, her or 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. (b) The Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act. (c) The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. . (d) The Holder recognizes that, except as provided herein, is aware of Rule 144 adopted under the Corporation has no obligation to register Act and the Warrant or the Exercise Shares conditions of the Corporation, or to comply with any exemption from such registrationpermitted sales in reliance thereof.

Securities Are Not Registered. (ai) The Holder understands that the offer and sale of the Warrant and or the Exercise Shares have not been registered under the Securities Act, Act on the basis that no distribution or public offering of the stock of the Corporation Company is to be 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. (bii) The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Holder recognizes that, except as provided herein, that the Corporation Company has no obligation to register the Warrant or the Exercise Shares of the Corporation, or to comply with any exemption from such registrationShares.