Common use of Exempt Transaction Clause in Contracts

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock Warrant Shares upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Common Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Common Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's Our representations in Section 10 7 hereof, the issuance of the Preferred Warrant Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, thereof and (ii) the qualification requirements of the applicable state securities lawslaw.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof10, the issuance of the Preferred Common Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant the Warrantholder's right to purchase such Preferred Stock will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities lawsCalifornia Corporate Securities Law, in reliance upon Section 25102(f)thereof.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Common Stock upon exercise of this Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Common Stock upon exercise of this Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Warrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Capital Stock upon exercise of this Warrant Warrant, and, if applicable, the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities lawsIllinois Securities Law of 1953, in reliance upon Section 4(c) thereof.

Exempt Transaction. Subject to the accuracy of the Warrantholder's Holders’ representations in Section 10 8 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, or upon the applicable exemption under Regulation D, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's Our representations in Section 10 7 hereof, the issuance of the Applicable Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) Regulation D thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Common Stock upon exercise of this the Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities lawsIllinois Corporate Securities Laws of 1953, in reliance upon Section 4.C thereof.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's Our representations in Section 10 7 hereof, the issuance of the Preferred Warrant Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the ii)the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Warrant Stock upon exercise of this Warrant, and the issuance of the Common Stock upon conversion of the Warrant Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, ; and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the ------------------ Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Warrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's Holder’s representations in Section 10 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, Act in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's Our representations in Section 10 7 hereof, the issuance of the Preferred Warrant Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from front (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereofand compliance with its obligations in Section 11, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's Holder’s representations in Section 10 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof10, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, Act in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations set forth in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(24 (2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the ------------------ Warrantholder's representations in Section 10 hereof, ; the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant the Warrant, and the issuance of the Common Stock upon conversion of the Stock, if applicable, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to and in reliance on the accuracy of the Warrantholder's representations in Section 10 hereof9, the issuance of the Preferred Common Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from from: (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof6, the issuance of the Preferred Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Warrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant the Warrantholder's right to purchase such Preferred Stock will constitute a transaction transactions exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.from

Exempt Transaction. Subject to the accuracy of the Warrantholder's Holders representations in Section 10 8 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act of 1933, as amended ("1933 Act"), in reliance upon Section 4(2) thereof, or upon the applicable exemption under Regulation D. and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the WarrantholderHolder's representations in Section 10 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, Act in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of Based on the Warrantholder's representations ------------------ in Section 10 hereof, the issuance of the Warrant and the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the ------------------ Warrantholder's representations in Section 10 9 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification qualifi cation requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant the Warrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i1) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations set forth in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the ------------------ Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification qualifi-cation requirements of the applicable state securities laws, to the extent that the requirements of Section 5 of the 1933 Act and of the applicable state securities laws are the same on the date of exercise as they are on the date hereof.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereofhereof both now and at the time of each exercise of this Warrant Agreement, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.upon

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations representation in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.the

Exempt Transaction. Subject to the truth and accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of such Preferred Stock in accordance with the Charter, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Series A-2 Preferred Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, Securities Act and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, ; the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, ; and (ii) the qualification requirements of the applicable state securities lawsIllinois Corporate Securities Laws of 1953, in reliance upon Section 4.C thereof.

Exempt Transaction. Subject to the accuracy of Based on the Warrantholder's representations in ------------------ Section 10 hereof, the issuance of the Warrant and the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the ------------------ Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereofthereof or upon Regulation D promulgated thereunder, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in Act In reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities lawsIllinois Corporate Securities Law, in reliance upon Section 4 (G) thereof.