Common use of Unregistered Shares Clause in Contracts

Unregistered Shares. Shareholder understands that the NEON Common Stock being issued pursuant to this Agreement will not be registered under the Securities Act of 1933, as amended, on the basis that the issuance of securities hereunder is exempt from registration under said Act pursuant to Regulation S and section 4(2) and/or Rule 506 thereof, and that NEON's reliance on such exemption is based on Shareholder's representations set forth in the Stockholder Agreement.

Unregistered Shares. Such Shareholder understands that the NEON Common Company Stock being issued pursuant to this Agreement will not be registered under the Securities Act of 1933, as amendedamended (the "Securities Act"), on the basis that the issuance of securities hereunder is exempt from registration under said Act pursuant to Regulation S and section 4(2) and/or Rule 506 Regulation S thereof, and that NEON's reliance on such exemption is based on such Shareholder's representations set forth in the Stockholder Shareholder Agreement.