Common use of Securities Are Not Registered Clause in Contracts

Securities Are Not Registered. (a) The Holder understands that the Securities 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. 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 Warrant Stock must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. (c) The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Securities may be resold without registration under the Securities Act only in certain limited circumstances. In connection therewith, such Investor represents that it is familiar with Rule 144 under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Securities Are Not Registered. (ai) The Holder understands that the Securities Warrant and the Warrant Units have not been registered under the Securities Act of 1933, as amended (the “Act”), ) and are characterized as “restricted securities” under the federal securities laws on the basis that no distribution or they are being acquired from the Company in a transaction not involving a public offering of and that under such laws and applicable regulations this Warrant and the stock of Warrant Units may be resold without registration under the Company is to be effectedAct only in certain limited circumstances. 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 Warrant Stock must Units may need to be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. (c) The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Securities may be resold without registration under the Securities Act only in certain limited circumstances. In connection therewiththis connection, such Investor the Holder represents that it is familiar with Rule 144 under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Securities Are Not Registered. (a) The Holder understands that the Securities offer and sale of the Warrant or 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 Securities of the Company is to be effectedeffected 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 and the Warrant Stock Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. (c) . The Holder understands recognizes that the Securities are characterized Company has no obligation to register the Warrant or, except as “restricted securities” under provided in Section 3.3, the federal securities laws inasmuch as they are being acquired Exercise Shares, or to comply with any exemption from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Securities may be resold without registration under the Securities Act only in certain limited circumstances. In connection therewith, such Investor represents that it is familiar with Rule 144 under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Actregistration.

Securities Are Not Registered. (ai) The Holder understands that the Securities Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), ) and are characterized as “restricted securities” under the federal securities laws on the basis that no distribution or they are being acquired from the Company in a transaction not involving a public offering of and that under such laws and applicable regulations this Warrant and the stock of Exercise Shares may be resold without registration under the Company is to be effectedAct only in certain limited circumstances. 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 Warrant Stock must Exercise Shares may need to be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. (c) The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Securities may be resold without registration under the Securities Act only in certain limited circumstances. In connection therewiththis connection, such Investor the Holder represents that it is familiar with Rule 144 under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.