Common use of Securities Are Not Registered Clause in Contracts

Securities Are Not Registered. (a) The Holder understands that the offer and sale of the Warrant or the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the securities is to be effected. The Holder realizes that the basis for the exemption may not be present if the Holder’s representations in this Section 4 are untrue. (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 the Company has no obligation to register the Warrant or, except as provided in the Purchase Agreement, the Exercise Shares of the Company, 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 Securities Act unless certain conditions are met, including, among other things, the availability of certain current public information about the Company and the resale following the required holding period under Rule 144. Holder is aware that any such sale made in reliance on Rule 144, if Rule 144 is available, may be made only in accordance with the terms of Rule 144.

Securities Are Not Registered. (a) The Holder understands (i) that the offer and sale Stock issuable upon exercise of the Warrant or the Exercise Shares have Holder’s rights contained herein is not been registered under the Securities 1933 Act or qualified under applicable state securities laws on the basis that no distribution or public offering of the securities is to be effected. The Holder realizes ground that the basis for issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof and (ii) that the Company’s reliance on such exemption may not be present if is predicated on the Holder’s representations set forth in this Section 4 are untrue. (b) 15. The Holder recognizes that the Warrant and the Exercise Shares Stock must be held indefinitely unless they are subsequently registered under the Securities 1933 Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register the Warrant or, except as provided in or the Purchase Agreement, the Exercise Shares Stock of the Company, or to comply with any exemption from such registration. (c) . The Holder is aware that neither the Warrant nor the Exercise Shares Stock may be sold pursuant to Rule 144 adopted under the Securities 1933 Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company and Company, the resale following the required holding period under Rule 144144 and the number of shares being sold during any three month period not exceeding specified limitations. Holder is aware that any such sale made the conditions for resale set forth in reliance on Rule 144, if Rule 144 is available, may be made only have not been satisfied and that the Company presently has no plans to satisfy these conditions in accordance with the terms of Rule 144foreseeable future.

Securities Are Not Registered. (a) The Holder understands that the offer and sale of neither the Warrant or nor the Exercise Shares have not has been registered under the Securities Act on the basis that no distribution or public offering of the securities is to be effected. The Holder realizes that the basis for the exemption may not be present if the Holder’s representations in this Section 4 are untrueAct. (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 the Company has no obligation to register the Warrant or, except as provided in the Stock and Warrant Purchase Agreement and the Registration Rights Agreement, the Exercise Shares of the CompanyShares, or to comply with any exemption from such registration. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Securities Act (“Rule 144”) unless certain conditions are met, including, among other things, the availability of certain current public information about the Company and the resale following expiration of the required holding period under Rule 144. Holder is aware that any such sale made in reliance on Rule 144, if Rule 144 is available, may be made only in accordance with the terms of Rule 144.

Securities Are Not Registered. (a) The Holder understands that the offer and sale of the Warrant or the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the securities is to be effected. The Holder realizes that the basis for the exemption may not be present if the Holder’s representations in this Section 4 are untrue. (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 the Company has no obligation to register the Warrant orWarrant, except as provided in the Purchase Agreement, the Exercise Shares of the Company, 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 Securities Act unless certain conditions are met, including, among other things, the availability of certain current public information about the Company and the resale following the required holding period under Rule 144. Holder is aware that any such sale made in reliance on Rule 144, if Rule 144 is available, may be made only in accordance with the terms of Rule 144.