Common use of Restrictions Imposed by the Act Clause in Contracts

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: (i) 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 the opinion of Zxxxxx, Aharoni Gxxxx and Sxxxxxxx & 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 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 Option shall not be transferred unless and until: until (i) 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 the opinion of ZxxxxxXxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxxx, Aharoni Gxxxx and Sxxxxxxx & Worcester LLP 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 Securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "CommissionSEC") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: (i) 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 the opinion of Zxxxxx, Aharoni Axxxxxx Gxxxx and Sxxxxxxx & 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 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 Option shall not be transferred unless and until: until (i) 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 the opinion of Zxxxxx, Aharoni Gxxxx and Sxxxxxxx Kirkpatrick & Worcester Lockhart Nicholson Graham LLP shall be deemed satisfactory evidence satisfactoxx xxxxxxxx of the availability of an exemptionxxx xxxixxxxxxxx xx xx xxemption), 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 Securities and Exchange Commission (the "CommissionCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: until (ia) 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 that the opinion of Zxxxxx, Aharoni Gxxxx Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx and Sxxxxxxx & Worcester LLP Xxxxx PC shall be deemed satisfactory evidence of the availability of an exemption), or (iib) 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 Securities and Exchange Commission (the "“Commission"”) and 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 Option shall not be transferred unless and until: until (i) the Company has received the an 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 (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 the opinion of Zxxxxx, Aharoni Gxxxx and Sxxxxxxx & Worcester Xxxxxxx XxXxxxxxx 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 Securities and Exchange Commission (the "CommissionCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: until (i) 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 the opinion of ZxxxxxXxxxx, Aharoni Gxxxx and Sxxxxxxx Xxxx & Worcester LLP X'Xxxxxxxx, 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 Securities and Exchange Commission (the "CommissionCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: until (i) 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 the opinion of ZxxxxxXxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx & Xxxxx, Aharoni Gxxxx and Sxxxxxxx & Worcester LLP 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 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 Option shall not be transferred unless and until: (i) 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 the opinion of ZxxxxxXxxxxx, Aharoni Gxxxx Xxxxxxx Xxxxx and Sxxxxxxx Xxxxxxxx & 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 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 Option shall not be transferred unless and until: until (i) 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 the opinion of ZxxxxxLxxx Xxxxxx Xxxxxxxx & Sxxxxx, Aharoni Gxxxx and Sxxxxxxx & Worcester LLP 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 Securities and Exchange Commission (the "“Commission"”) and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Purchase Warrant and the securities evidenced by this Purchase Option Warrant shall not be transferred unless and until: (i) 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 the opinion of Zxxxxx, Aharoni Gxxxx and Sxxxxxxx & Worcester Xxxxxxx Xxxxx 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 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 Option 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 the any such opinion of Zxxxxx, Aharoni Gxxxx and Sxxxxxxx & Worcester delivered by Lucosky Bxxxxxxx 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 Option shall not be transferred unless and until: until (i) 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 the opinion of Zxxxxx, Aharoni Gxxxx and Sxxxxxxx & Worcester DLA Piper Rudnick Gray Cary US LLP shall be deemed satisfactory evidence of the availability of an ox xxx xxxxxxxixxxx xx xn 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 Securities and Exchange Commission (the "CommissionCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: (i) 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 the opinion of Zxxxxx, Aharoni Gxxxx and Sxxxxxxx outside counsel to Xxxxxx & Worcester LLP Xxxxxxx 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 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 Option shall not be transferred unless and until: until (i) 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 the opinion of Zxxxxx, Aharoni Gxxxx and Sxxxxxxx Kirkpatrick & Worcester Lockhart Preston Gates Ellis LLP shall be deemed satisfactory evidence of the availability of an exemptionsatisfaxxxxx xxxxxnce xx xxx xxxxxxxxlxxx xx xx xxemption), 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 Securities and Exchange Commission (the "CommissionCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: until (i) 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 the opinion of Zxxxxx, Aharoni Gxxxx and Sxxxxxxx Kirkpatrick & Worcester Lockhart Nicholson Graham LLP shall be deemed satisfactory evidence of the availability of an satisfactxxx xxxxxxxe ox xxx xxaxxxxxxxxx xx xx 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 Securities and Exchange Commission (the "CommissionCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: until (ia) 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 that the opinion of Zxxxxx, Aharoni Gxxxx and Sxxxxxxx Xxxxxx Xxxxx Xxxxxxxx & Worcester Xxxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (iib) 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 Securities and Exchange Commission (the "“Commission"”) and 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 Option shall not be transferred unless and until: until (ia) 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 the opinion of ZxxxxxXxxxx, Aharoni Gxxxx Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Sxxxxxxx & Worcester LLP Xxxxx, 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 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 Option shall not be transferred unless and until: until (i) the Company has received the an 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 (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 the opinion of Zxxxxx, Aharoni Gxxxx and Sxxxxxxx Xxxxxxx & Worcester LLP Xxxxxxxxx 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 Securities and Exchange Commission (the "CommissionCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option option shall not be transferred unless and until: until (i) 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 the opinion of ZxxxxxXxxxx, Aharoni Gxxxx and Sxxxxxxx Xxxx & Worcester LLP X'Xxxxxxxx, 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 Securities and Exchange Commission (the "CommissionCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: (i) 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 the opinion of Zxxxxx, Aharoni Gxxxx and Sxxxxxxx Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Worcester Xxxxxxx 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 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 Option shall not be transferred unless and until: until (i) 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 the opinion of ZxxxxxMxxxx Lxxxx Cxxx Xxxxxx Gxxxxxx & Pxxxx, Aharoni Gxxxx and Sxxxxxxx & Worcester LLP 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 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 Option shall not be transferred unless and until: until (i) 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 the an opinion of ZxxxxxXxxxx, Aharoni Gxxxx Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Sxxxxxxx & Worcester LLP Xxxxx, 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 or offering statement relating to the offer and sale of such securities has been filed by the Company and declared effective or qualified by the 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 Option Warrant shall not be transferred unless and until: (i) 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 the opinion of Zxxxxx, Aharoni Gxxxx and Sxxxxxxx XxXxxxxxx Will & Worcester Xxxxx LLP (“XxXxxxxxx”) 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 Option shall not be transferred unless and until: until (i) 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 the an opinion of ZxxxxxMintz, Aharoni Gxxxx Levin, Cohn, Ferris, Glovsky and Sxxxxxxx & Worcester LLP Popeo, 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 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 Option shall not be transferred unless and until: until (i) the Company has received the an 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 (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 the opinion of Zxxxxx, Aharoni Gxxxx and Sxxxxxxx Jxxxxxx & Worcester LLP Gxxxxxxxx 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 Securities and Exchange Commission (the "CommissionCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until: until (i) 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 the opinion of Zxxxxx, Aharoni Gxxxx and Sxxxxxxx Xxxxxxxxxxxx Xxxx & Worcester Xxxxxxxxx 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 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 Option shall not be transferred unless and until: until (i) 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 the an opinion of ZxxxxxMxxxx, Aharoni Gxxxx Lxxxx, Cxxx, Fxxxxx, Gxxxxxx and Sxxxxxxx & Worcester LLP Pxxxx, 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 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 Option shall not be transferred unless and until: (i) 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 the opinion of ZxxxxxXxxxxx, Aharoni Gxxxx Xxxxx and Sxxxxxxx Xxxxxxxx & 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 Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established.