Common use of Securities Are Not Registered Clause in Contracts

Securities Are Not Registered. (a) The Holder understands that the Warrant, the Exercise Shares and the Underlying 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 Company is to be effected by the Holder. 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, the Exercise Shares and the Underlying Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available; provided, however, the parties

Securities Are Not Registered. (ai) The Holder understands that the Warrant, offer and sale of the Exercise Shares Warrant and the Underlying Warrant Shares have not been registered exercised under the Securities 1933 Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of specific exemptions from the registration provisions of the stock 1933 Act, which exemptions depend upon, among other things, the bona fide nature of the Company is to be effected by the Holder’s investment intent as expressed herein. The Holder realizes that the basis for the exemption such exemptions 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, the Exercise Shares Warrant and the Underlying Warrant Shares must be held indefinitely unless they are subsequently registered under the 1933 Act or an exemption from such registration is available; provided. The Holder recognizes that the Company has no obligation to register the Warrant or the Warrant Shares, however, the partiesor to comply with any exemption from such registration.

Securities Are Not Registered. (a) The Holder understands that the Warrant, offer and sale of the Warrant and the Exercise Shares and the Underlying 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 specific exemptions from the registration provisions of the stock Securities Act, which exemptions depend upon, among other things, the bona fide nature of the Company is to be effected by the Holder's investment intent as expressed herein. The Holder realizes that the basis for the exemption such exemptions 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, Warrant and the Exercise Shares and the Underlying Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available; provided. The Holder recognizes that the Company has no obligation to register the Warrant or, howeverexcept as provided in the Purchase Agreement, the partiesExercise Shares of the Company, or to comply with any exemption from such registration.

Securities Are Not Registered. (a) The Holder understands that the Warrant, offer and sale of the Warrant and the Exercise Shares and the Underlying 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 specific exemptions from the registration provisions of the stock Securities Act, which exemptions depend upon, among other things, the bona fide nature of the Company is to be effected by the Holder’s investment intent as expressed herein. The Holder realizes that the basis for the exemption such exemptions 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 Except in accordance with Article 6 of the Securities Purchase Agreement, the Holder has no such present intention. (b) The Holder recognizes that the Warrant, Warrant and the Exercise Shares and the Underlying Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available; provided. The Holder recognizes that the Company has no obligation to register the Warrant or, howeverexcept as provided in the Purchase Agreement, the partiesExercise Shares, or to comply with any exemption from such registration.

Securities Are Not Registered. (ai) The Holder understands that the Warrant, offer and sale of the Exercise Shares Warrant and the Underlying Warrant Shares have not been registered exercised under the Securities 1933 Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of specific exemptions from the registration provisions of the stock 1933 Act, which exemptions depend upon, among other things, the bona fide nature of the Company is to be effected by the Holder’s investment intent as expressed herein. The Holder realizes that the basis for the exemption such exemptions 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, the Exercise Shares Warrant and the Underlying Warrant Shares must be held indefinitely unless they are subsequently registered under the 1933 Act or an exemption from such registration is available; provided. The Holder recognizes that the Company has no obligation to register the Warrant or, howeverexcept as provided in the Agreement and Plan of Merger dated as of February 12, 2010 by and among the Company and the original Holder of this Warrant, the partiesWarrant Shares, or to comply with any exemption from such registration.

Securities Are Not Registered. (a) The Holder understands that the Warrant, this Warrant and the Exercise Shares and the Underlying 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 Company is to be effected by the Holdereffected. 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 securitiessecurities in each case in a transaction that would require registration under the Act. The Holder has no such present intention. (b) The Holder recognizes that the Warrant, Company has no obligation to register this Warrant or the Exercise Shares and of the Underlying Shares must be held indefinitely unless they are subsequently registered under the Act Company, or an to comply with any exemption from such registration registration, other than as otherwise agreed by the Holder and the Company. (c) The Holder is available; provided, however, an “accredited investor” as defined in Regulation D promulgated under the partiesAct.

Securities Are Not Registered. (a) The Holder understands that the Warrant, offer and sale of the Warrant and the Exercise Shares and the Underlying 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 specific exemptions from the registration provisions of the stock Securities Act, which exemptions depend upon, among other things, the bona fide nature of the Company is to be effected by the Holder’s investment intent as expressed herein. The Holder realizes that the basis for the exemption such exemptions 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, Warrant and the Exercise Shares and the Underlying Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available; provided. The Holder recognizes that the Company has no obligation to register the Warrant or, howeverexcept as provided in the Purchase Agreement, the partiesExercise Shares of the Company, or to comply with any exemption from such registration.

Securities Are Not Registered. (a) The Holder understands that the Warrant, offer and sale of the Warrant and the Exercise Shares and the Underlying 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 specific exemptions from the registration provisions of the stock Securities Act, which exemptions depend upon, among other things, the bona fide nature of the Company is to be effected by the Holder’s investment intent as expressed herein. The Holder realizes that the basis for the exemption such exemptions 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 Except in accordance with Article 6 of the Purchase Agreement, the Holder has no such present intention. (b) The Holder recognizes that the Warrant, Warrant and the Exercise Shares and the Underlying Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available; provided. The Holder recognizes that the Company has no obligation to register the Warrant or, howeverexcept as provided in the Purchase Agreement, the partiesExercise Shares, or to comply with any exemption from such registration.

Securities Are Not Registered. (a) The Holder understands that the Warrant, offer and sale of the Warrant or the Exercise Shares and the Underlying 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 Securities of the Company is to be effected by and/or pursuant to specific exemptions from the registration provisions of the Securities Act, which exemptions depend upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. The Holder realizes that the basis for the exemption such exemptions 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 represents and warrants that it has no such present intention. (b) The Holder recognizes that the Warrant, Warrant and the Exercise Shares and the Underlying Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available; provided. The Holder recognizes that the Company has no obligation to register the Warrant or, howeverexcept as provided in the Purchase Agreement, the partiesExercise Shares of the Company, or to comply with any exemption from such registration.