Common use of Required Legend Clause in Contracts

Required Legend. Each Holder hereby acknowledges that the Warrant Certificates and any certificates for shares of Common Stock or Other Securities issued upon exercise of any Warrants (unless no longer required in the opinion of counsel) shall bear a legend substantially in the following form: THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO AND ENTITLED TO THE BENEFITS OF A WARRANT AGREEMENT AND AN EQUITYHOLDERS AGREEMENT, WHICH FIX THE RIGHTS AND OBLIGATIONS OF THE COMPANY AND THE HOLDER OF THE WARRANTS. A COPY OF EACH OF THE WARRANT AGREEMENT AND THE EQUITYHOLDERS AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS. Whenever the foregoing legend is no longer required in the opinion of counsel to any Holder (which opinion shall be satisfactory in form and substance to the Company and its counsel), upon request of any such Holder, the Company, at its sole expense (including, without limitation, the payment of any applicable issue taxes and the payment of reasonable fees of such counsel), shall issue or cause to be issued in the name of and delivered to such Holder or as such Holder may direct new Warrant Certificates of like tenor, dated the date hereof, and/or new certificates for shares of Common Stock or Other Securities, as applicable.

Required Legend. Each Holder hereby acknowledges that the Warrant Certificates and any certificates for shares of Common Stock or Other Securities issued upon exercise of any Warrants (unless no longer required in the written opinion of counselcounsel reasonably acceptable to the Company) shall bear a legend substantially in the following form: THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR TRANSFERRED OTHERWISE ASSIGNED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO AND ENTITLED TO THE BENEFITS OF A WARRANT AGREEMENT AND AN EQUITYHOLDERS AGREEMENT, WHICH FIX THE RIGHTS AND OBLIGATIONS OF THE COMPANY AND THE HOLDER OF THE WARRANTS. A COPY OF EACH OF THE WARRANT AGREEMENT AND THE EQUITYHOLDERS AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS. Whenever the foregoing legend is no longer required in the written opinion of outside legal counsel to any Holder (Holder, which opinion shall counsel must be satisfactory in form and substance reasonably acceptable to the Company and its counsel)Company, upon request of any such Holder, the Company, at its sole expense (including, without limitation, the payment of any applicable issue taxes and the payment of reasonable fees of such counseltaxes), shall issue or cause to be issued in the name of and delivered to such Holder or as such Holder may direct new Warrant Certificates of like tenor, dated the date hereof, and/or new certificates for shares of Common Stock or Other Securities, as applicablewithout such legend. The Company shall have the right to receive upon request a written opinion of such outside legal counsel to the effect that the legends set forth above are no longer required in order to maintain compliance with applicable securities laws.