EX-4.2
from 10-Q
15 pages
This Warrant and the Securities Issuable Upon Exercise of This Warrant Have Not Been Registered Under the United States Securities Act of 1933, as Amended (The “U.S. Securities Act”) or Any State Securities Laws, and May Be Offered, Sold or Otherwise Transferred Only (A) to Pershing Gold Corporation (B) Pursuant to an Effective Registration Statement Under the U.S. Securities Act, (C) Outside the United States in Compliance With Regulation S Under the U.S. Securities Act, (D) in Compliance With the Exemption From Registration Under the U.S. Securities Act Provided by Rule 144 Thereunder, if Available, and in Compliance With Any Applicable State Securities Laws, or (E) in a Transaction That Does Not Require Registration Under the U.S. Securities Act or Any Applicable State Laws and Regulations Governing the Offer and Sale of Securities, And, in the Case of (C) or (E), Only if the Holder Has Prior to Such Transfer Furnished to the Company an Opinion of Counsel of Recognized Standing in Customary Form and Substance and in the Case of (D), the Holder Has Provided to the Company Customary Documentation of the Holder and Its Broker
12/34/56