Common use of No Registration under Federal or State Securities Laws Clause in Contracts

No Registration under Federal or State Securities Laws. (a) The Purchaser acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws, and that the Company’s reliance on such exemptions is predicated on the accuracy and completeness of the Purchaser’s representations, warranties, acknowledgements and agreements contained herein. Accordingly, the Shares may not be offered, sold, transferred, pledged or otherwise disposed of by the Purchaser without an effective registration statement under the Securities Act and any applicable state securities laws or an opinion of counsel acceptable to the Company that the proposed transaction will be exempt from registration. The Purchaser acknowledges that the Company is not required to register the Shares under the Securities Act or any applicable state securities laws or to make any exemption from registration available. The Purchaser understands that the Shares, and any shares of Common Stock issued in exchange for Shares, will bear legends substantially to the effect of the following: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, RECEIPT OF A NO-ACTION LETTER ISSUED BY THE SECURITIES AND EXCHANGE COMMISSION (TOGETHER WITH EITHER REGISTRATION OR AN EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWS) OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT THE PROPOSED TRANSACTION WILL BE EXEMPT FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.” and that the Company will place a stop order against the transfer of the certificates representing the Shares and refuse to effect any transfers thereof in the absence of satisfying the conditions contained in the foregoing legend.

No Registration under Federal or State Securities Laws. (a) The Purchaser Each Seller acknowledges that none of the Shares, the Warrants or the Underlying Shares have not been or will be registered under the Securities Act Act, or the securities laws of any state by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws, and that the Company’s Buyer's reliance on such exemptions is predicated on the accuracy and completeness of the Purchaser’s such Seller's representations, warranties, acknowledgements acknowledgments and agreements contained herein. Accordingly, the Shares, the Warrants and the Underlying Shares may not be offered, sold, transferred, pledged or otherwise disposed of by the Purchaser such Seller without an effective registration statement under the Securities Act and any applicable state securities laws or an opinion of counsel acceptable to the Company Buyer that the proposed transaction will be exempt from registration. The Purchaser acknowledges Sellers acknowledge that the Company Buyer is not required to register the Shares, the Warrants or the Underlying Shares under the Securities Act or any applicable state securities laws law or to make any exemption from registration available, except to the extent set forth in the Registration Rights Agreement. The Purchaser understands Sellers acknowledge that to the extent the exemption from registration provided by Rule 144 under the Securities Act becomes available for the resale of the Shares, and any shares of Common Stock issued in exchange for the Warrants or the Underlying Shares, will bear legends substantially to any such resales may be made only in accordance with the effect terms and conditions of that rule, including, among other things, the following: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933existence of a public market for the Shares, AS AMENDED (THE “ACT”)the Warrants or the Underlying Shares, OR THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE OFFEREDthe availability of current public information about the Company, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, RECEIPT OF A NO-ACTION LETTER ISSUED BY THE SECURITIES AND EXCHANGE COMMISSION (TOGETHER WITH EITHER REGISTRATION OR AN EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWS) OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT THE PROPOSED TRANSACTION WILL BE EXEMPT FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.” and that the Company will place a stop order against the transfer of the certificates representing resale occurring not less than one year after the Shares and refuse to effect any transfers thereof the Warrants were purchased and paid for, the sale being effected in a specified manner and the absence number of satisfying the conditions contained in the foregoing legendShares or Warrants being sold not exceeding specified limitations.

No Registration under Federal or State Securities Laws. (a) The Purchaser Subscriber acknowledges that the Shares and Preferred Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws, and that the Company’s reliance on such exemptions is predicated on the accuracy and completeness of the PurchaserSubscriber’s representations, warranties, acknowledgements acknowledgments and agreements contained herein. Accordingly, the Shares and Preferred Units may not be offered, sold, transferred, pledged or otherwise disposed of by the Purchaser Subscriber without an effective registration statement under the Securities Act and any applicable state securities laws or an opinion of counsel acceptable to the Company that the proposed transaction will be exempt from registration. The Purchaser Subscriber acknowledges that the Company is not required to register the Shares and Preferred Units under the Securities Act or any applicable state securities laws or to make any exemption from registration available. The Purchaser Subscriber understands that the Shares, Shares and any shares of Common Stock issued in exchange for Shares, Preferred Units will bear legends substantially to the effect of the following: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDED as amended (THE the “ACTAct”), OR THE SECURITIES LAWS OF ANY STATEor the securities laws of any state. THE SHARES MAY NOT BE OFFEREDThe securities may not be offered, SOLDsold, TRANSFERREDtransferred, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWSpledged or otherwise disposed of without an effective registration statement under the Act and under any applicable state securities laws, RECEIPT OF A NOreceipt of a no-ACTION LETTER ISSUED BY THE SECURITIES AND EXCHANGE COMMISSION action letter issued by the Securities and Exchange Commission (TOGETHER WITH EITHER REGISTRATION OR AN EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWStogether with either registration or an exemption under applicable state securities laws) OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT THE PROPOSED TRANSACTION WILL BE EXEMPT FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.or an opinion of counsel acceptable to the Company that the proposed transaction will be exempt from registration under the Act and applicable state securities laws. “The shares evidenced by this certificate are subject to, and may be sold, transferred or otherwise disposed of only upon compliance with, the terms and the provisions of a certain Agreement between Xxxxxxx Xxxxxxx, Homburg Invest Inc. and Cedar Income Fund, Ltd., a copy of which is on file and may be examined at the office of the Secretary of Cedar Income Fund, Ltd.” and that the Company will place a stop order against the transfer of the certificates representing the Shares and Preferred Units and refuse to effect any transfers thereof in the absence of satisfying the conditions contained in the foregoing legend.