Common use of Restrictions Imposed by the Act Clause in Contracts

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable U.S. state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of outside counsel to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ reasonably satisfactory to the Company shall be deemed satisfactory evidence of the availability of an exemption); or (ii) a registration statement or a post-effective amendment to any such registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable U.S. state securities law has been established.

Restrictions Imposed by the Act. The Purchase Warrant and the securities evidenced by this Purchase Option Warrant shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder that the Purchase Warrant and/or securities may be transferred pursuant to an exemption from registration under the Act and applicable U.S. state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of outside counsel to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ reasonably satisfactory to the Company ▇▇▇▇▇ LLP shall be deemed satisfactory evidence of the availability of an exemption); , or (ii) a registration statement or a post-effective amendment to any such the registration statement relating to the offer and sale of such Purchase Warrant and/or securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable U.S. state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by Notwithstanding Section 3.1 hereof, this Purchase Option Warrant and/or any or all of the Shares shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder that this Purchase Warrant and/or any or all of the securities Shares may be transferred pursuant to an exemption from registration under the Act and applicable U.S. state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of outside counsel to S▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ reasonably satisfactory to the Company Law Group, P.C. shall be deemed satisfactory evidence of the availability of an exemption); , or (ii) a registration statement or a post-effective amendment to any such registration statement relating to the offer and sale of such securities this Purchase Warrant and/or any or all of the Shares has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable U.S. state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable U.S. state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of outside counsel to M▇▇▇▇ L▇▇▇▇ C▇▇▇ ▇▇▇▇▇▇ G▇▇▇▇▇▇ & P▇▇▇▇▇▇▇ reasonably satisfactory to the Company , P.C. shall be deemed satisfactory evidence of the availability of an exemption); , or (ii) a registration statement or a post-effective amendment to any such registration statement the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable U.S. state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: until (ia) the Company has received the a written opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable U.S. state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing agrees that the opinion of outside counsel to ▇▇▇▇▇▇ & , ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ reasonably satisfactory to the Company and ▇▇▇▇▇, P.C. shall be deemed satisfactory evidence of the availability of an exemption); ) or (iib) a new registration statement or a post-effective amendment to any such registration statement the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) ), a current prospectus is available and compliance with applicable U.S. state securities law laws has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable U.S. state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the an opinion of outside counsel to M▇▇▇▇, L▇▇▇▇, C▇▇▇, F▇▇▇▇▇, G▇▇▇▇▇▇ & and P▇▇▇▇▇▇▇ reasonably satisfactory to the Company , P.C. shall be deemed satisfactory evidence of the availability of an exemption); , or (ii) a registration or offering statement or a post-effective amendment to any such the registration of offering statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable U.S. state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable U.S. state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the an opinion of outside counsel to ▇▇▇▇▇▇ & , ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ reasonably satisfactory to the Company and ▇▇▇▇▇, P.C. shall be deemed satisfactory evidence of the availability of an exemption); , or (ii) a registration or offering statement or a post-effective amendment to any such the registration or offering statement relating to the offer and sale of such securities has been filed by the Company and declared effective or qualified by the Securities and Exchange Commission (the “Commission”) and compliance with applicable U.S. state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended ("Act") and applicable U.S. state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of outside counsel to ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ reasonably satisfactory to the Company LLP shall be deemed satisfactory evidence of the availability of an exemption); , or (ii) a registration statement or a post-effective amendment to any such registration statement the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “"Commission”") and compliance with applicable U.S. state securities law has been established.