Common use of Restrictions Imposed by the Act Clause in Contracts

Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) if required by applicable law, 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 state securities laws, , the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that any such opinion delivered by [_______] shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) if required by applicable law, 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 state securities laws, , the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that any such opinion delivered by [_______] Lucosky B▇▇▇▇▇▇▇ LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant Option shall not be transferred unless and until: (i) if required by applicable law, 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 any such the opinion delivered by [_______] 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 the Registration Statement any such registration statement relating to the offer and sale of such securities 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 Warrant shall not be transferred unless and until: (i) if required by applicable law, 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 any such the opinion delivered by [_______] of outside counsel to Newbridge 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 the Registration Statement any such registration statement relating to the offer and sale of such securities 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 Purchase Warrant and the securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) if required by applicable law, 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 state securities laws, , the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that any such the opinion delivered by [_______] of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement 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 U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant Option shall not be transferred unless and until: (i) if required by applicable law, 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 state securities laws, , the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that any such the opinion delivered by [_______] of ▇▇▇▇▇▇, Aharoni ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ & Worcester LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “"Commission”") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant Option shall not be transferred unless and until: until (i) if required by applicable law, 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 state securities laws, , the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that any such the opinion delivered by [_______] of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “"Commission”") and compliance with applicable state securities law has been established.

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

Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant Option shall not be transferred unless and until: until (ia) if required by applicable law, 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 state securities laws, , the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing agrees that any such the opinion delivered by [_______] of ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 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 the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) ), a current prospectus is available and compliance with applicable state securities law laws has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant Option shall not be transferred unless and until: until (i) if required by applicable law, 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 state securities laws, , the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that any such an opinion delivered by [_______] of M▇▇▇▇, L▇▇▇▇, C▇▇▇, F▇▇▇▇▇, G▇▇▇▇▇▇ and P▇▇▇▇, 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 the Registration Statement registration of offering statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.

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

Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant Option shall not be transferred unless and until: (i) if required by applicable law, 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 state securities laws, , the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that any such the opinion delivered by [_______] of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.

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