Common use of Legend Clause in Contracts

Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“Act”): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“"Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“Act”"ACT"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities Securities purchased under this Purchase Option Warrant shall bear a legend as follows follows, unless such securities Securities have been registered under the Securities Act of 1933, as amended (“"Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for The Buyer understands that all certificates representing securities of the securities purchased under Company received by it pursuant to this Purchase Option Agreement shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933following legend, as amended (“Act”): or one substantially similar thereto: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities shares have been acquired for investment and may not be offered for salesold, sold transferred or otherwise transferred except pursuant to assigned in the absence of an effective registration statement for those shares under the ActSecurities Act of 1933, as amended, or pursuant an opinion satisfactory to an exemption from the Company's counsel that registration is not required under the Act and applicable state lawsaid Act.”

Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“Act”): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) ), or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“the "Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Act”): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for the securities purchased under this Unit Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“the "Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“the "Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities purchased under this Purchase Option Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“Act”): : “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”) ), or applicable state law. The Neither the securities nor any interest therein may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state lawlaw which, in the opinion of counsel to the Company, is available.”

Legend. Each certificate for the securities purchased under this Purchase Option Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“the "Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933Act, as amended (“Act”) or applicable state law. The Neither the securities nor any interest therein may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state lawlaw which, in the opinion of counsel to the Company, is available.”"

Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“Act”): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities may not be offered for sale, sold or otherwise transferred transferred, in whole or in part, except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for The Buyer understands that all certificates representing securities of the securities purchased under Company received by him pursuant to this Purchase Option Agreement shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933following legend, as amended (“Act”): or one substantially similar thereto: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities shares have been acquired for investment and may not be offered for salesold, sold transferred or otherwise transferred except pursuant to assigned in the absence of an effective registration statement for those shares under the ActSecurities Act of 1933, as amended, or pursuant an opinion satisfactory to an exemption from the Company's counsel that registration is not required under the Act and applicable state lawsaid Act.”

Legend. Each certificate for the securities purchased under this Purchase Option Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Act”): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”) or applicable state law. The Neither the securities nor any interest therein may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for the securities Securities purchased under this Purchase Option Warrant shall bear a legend as follows unless such securities Securities have been registered under the Securities Act of 1933, as amended (“Act”): “amended: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”) "), or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“ActACT”): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for the securities Securities purchased under this Purchase Option shall bear a legend as follows unless such securities Securities have been registered under the Securities Act of 1933, as amended (“"Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”) "), or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities Shares purchased under this Purchase Option Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“Act”): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for the securities Ordinary Shares purchased under this Purchase Option Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“Act”): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for the securities Shares purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“Act”): “The securities shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Securities Act”): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for the securities Shares purchased under this Purchase Option shall bear a legend as follows unless such securities Shares have been registered under the Securities Act of 1933, as amended (the “Act”): “The securities Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities Shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for The Buyer understands that all certificates representing securities of the securities purchased under Company received by it pursuant to this Purchase Option Agreement shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933following legend, as amended (“Act”): “or one substantially similar thereto: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities shares have been acquired for investment and may not be offered for salesold, sold transferred or otherwise transferred except pursuant to assigned in the absence of an effective registration statement for those shares under the ActSecurities Act of 1933, as amended, or pursuant an opinion satisfactory to an exemption from the Company's counsel that registration is not required under the Act and applicable state lawsaid Act.”"

Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“Act”"ACT"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”"ACT") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities Securities purchased under this Purchase Option Warrant shall bear a legend as follows unless such securities Securities have been registered under the Securities Act of 1933, as amended (“"Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”) "), or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities Securities purchased under this Purchase Option shall bear a legend as follows unless such securities Securities have been registered under the Securities Act of 1933, as amended (“Act”): “amended: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended 1933 (“"Act”): “"). "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended 1933 (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each Unless registered under the Act, each certificate for the securities Securities purchased under this Purchase Option shall bear a legend as follows unless such securities Securities have been registered under the Securities Act of 1933, as amended (“Act”): “: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended 1933 (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities Securities purchased under this Purchase Option shall bear a legend as follows unless such securities Securities have been registered under the Securities Act of 1933, as amended (“"Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”) "), or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, Act or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities purchased under this Purchase Option Placement Agent’s Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“Act”): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered are covered by an effective registration statement under the Securities Act of 1933, as amended (the “Act”): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) ), or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for the securities purchased under this Purchase Option Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Act”): “The securities represented by this certificate have not been registered under the Securities Act of 1933Act, as amended (“Act”) or applicable state law. The Neither the securities nor any interest therein may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state lawlaw which, in the opinion of counsel to the Company, is available.”

Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend substantially as follows unless such securities have been registered under the Securities Act of 1933, as amended (“Act”"ACT"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities purchased Securities puxxxxxxd under this Purchase Option shall bear a legend as follows unless such securities Securities have been registered under the Securities Act of 1933, as amended (“"Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”) "), or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, Act or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities purchased under this Purchase Option Advisor's Warrant shall bear a legend as follows unless such securities Securities have been registered under the Securities Act of 1933, as amended (“the "Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“the "Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities Securities purchased under this Purchase Option Warrant shall bear a legend as follows follows, unless and until such securities Securities have been registered under the Securities Act of 1933, as amended (“the "Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“the "Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities purchased under this Purchase Option Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“Act”): : “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”) ), or applicable state law. The Neither the securities nor any interest therein may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for the securities Securities purchased under this Purchase Option Warrant shall bear a legend as follows follows, unless such securities Securities have been registered under the Securities Act of 1933, as amended (“Act”): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for the securities purchased under this Purchase Option Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“Act”): amended: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or applicable state law. The Neither the securities nor any interest therein may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from registration under the Securities Act and applicable state law.”

Legend. Each certificate for the securities Securities purchased under this Purchase Option Warrant shall bear a legend as follows follows, unless such securities Securities have been registered under the Securities Act of 1933, as amended (“"Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”" 103

Legend. Each certificate for the securities Securities purchased under this Purchase Option Warrant shall bear a legend as follows unless such securities Securities have been registered under the Securities Act of 1933, as amended (“"Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities purchased under this Purchase Option Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Act”): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”) or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“the "Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred transferred, in whole or in part, except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities Securities purchased under this Purchase Option shall bear a legend substantially as follows unless such securities Securities have been registered under the Securities Act of 1933, as amended (“"Securities Act”"): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) amended, or applicable state lawsecurities laws. The securities may not be offered for salesold, sold pledged or otherwise transferred except pursuant to an effective in the absence of such registration statement under the Act, or pursuant to an exemption from registration therefrom under the said Act and applicable state lawsuch laws, supported by an opinion of counsel, reasonable satisfactory to the Company and its counsel, that such registration is not required.”

Legend. Each certificate for the securities Securities purchased under this Purchase Option Warrant shall bear a legend as follows follows, unless the issuance such securities have Securities to the Holder has been registered under the Securities Act of 1933, as amended (“"Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities Securities purchased under this Purchase Option shall bear a legend as follows unless such securities Securities have been registered under the Securities Act of 1933, as amended (“"Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”" 2.3

Legend. Each certificate for the securities Securities purchased under this Purchase Option shall bear a legend as follows (or a substantially similar legend) unless such securities Securities have been registered under the Securities Act of 1933, as amended (“Act”): “amended: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities purchased under this Purchase Option Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“the "Act”"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“the "Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“Act”the "ACT"): “"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities Shares purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Act”): “The securities shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”) or applicable state law. The securities shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, Act or pursuant to an exemption from registration under the Act and applicable state law.”

Legend. Each certificate for the securities Securities purchased under this Purchase Option shall bear a legend as follows unless such securities Securities have been registered under the Securities Act of 1933, as amended (“the "Act”): “"),: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities Securities purchased under this Purchase ------ Option shall bear a legend as follows unless such securities Securities have been registered under the Securities Act of 1933, as amended (“Act”): “amended: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“"Act”) "), or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”"

Legend. Each certificate for the securities Units purchased under this Purchase Option shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (“Act”): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”