Common use of Restrictions Imposed by the Act Clause in Contracts

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard ▇▇▇▇▇▇ & ▇▇▇▇▇▇ shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option Warrant and the Securities underlying this Purchase Option Warrant shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option Warrant or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written an opinion of Graubard Miller in form and substance reasonably satisfactory to the ▇▇▇▇▇▇▇ & ▇▇s▇▇▇▇ shall be ▇e deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option Warrant or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission ("Commission") and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities shares of Common Stock underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the an opinion of counsel for the Holder that this Purchase Option or the Securitiesshares of Common Stock, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written an opinion of Graubard ▇▇▇L▇▇▇ & ▇▇▇▇▇▇ Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securitiesshares of Common Stock, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission (“Commission”) and in compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities Shares underlying this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the SecuritiesShares, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written an opinion of Graubard Ellenoff ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Schole LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or SecuritiesShares, as the case may be, has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (“SEC”) and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder reasonably satisfactory to the Company that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option Warrant and the Securities underlying this Purchase Option Warrant shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option Warrant or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard ▇▇▇▇Moll▇▇ & ▇ill▇▇ ▇▇▇▇▇ shall ll be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option Warrant or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and in compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard ▇▇▇▇Moll▇▇ & ▇ill▇▇ ▇▇▇▇▇ shall ll be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission ("Commission") and is effective at the time of such transfer and is in compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities shares of Common Stock underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securitiesshares of Common Stock, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written an opinion of Graubard ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Miller shall be deemed satisfactory evidence of the availability of an exemptionavailabi▇▇▇▇ ▇▇ a▇ ▇▇▇▇ption), or (ii) a registration statement relating to such Purchase Option or Securitiesshares of Common Stock, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard ▇▇▇▇▇▇ & ▇▇▇▇▇▇ shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission ("Commission") and is in compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Miller shall be deemed satisfactory evidence of the availability of an exemptionavailabil▇▇▇ ▇▇ ▇n ▇▇▇▇▇tion), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard ▇▇▇▇Moll▇▇ & ▇ill▇▇ ▇▇▇▇▇ shall ll be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission ("Commission") and is in compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard ▇▇▇▇▇▇ & ▇▇▇▇▇▇ shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities shares of Common Stock underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securitiesshares of Common Stock, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written an opinion of Graubard G▇▇▇▇▇▇▇ & ▇M▇▇▇▇▇ shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securitiesshares of Common Stock, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities Shares underlying this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the SecuritiesShares, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written an opinion of Graubard ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or SecuritiesShares, as the case may be, has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (“SEC”) and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard ▇▇▇▇▇▇ & ▇▇▇▇▇▇ shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and is in compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the ------------------------------- Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard ▇▇▇▇▇▇ & ▇▇▇▇▇▇ shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and in compliance with applicable state law.. 4. New Purchase Options to be Issued. ---------------------------------

Restrictions Imposed by the Act. This Purchase Option Warrant and the Securities Warrant Shares underlying this Purchase Option Warrants shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option Warrant or the SecuritiesWarrant Shares, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written an opinion of Graubard ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Cozen O'Connor shall be deemed satisfactory evidence of the availability of an availabilit▇ ▇▇ ▇▇ exemption), or (ii) a registration statement relating to such Purchase Option Warrant or SecuritiesWarrant Shares, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission (the "COMMISSION") and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities shares of Common Stock underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securitiesshares of Common Stock, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written an opinion of Graubard ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securitiesshares of Common Stock, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.