Common use of Exempt from Registration; Restricted Securities Clause in Contracts

Exempt from Registration; Restricted Securities. Such Investor understands that the Subscribed Shares and the Conversion Shares will not be registered under the Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on such Investor’s representations set forth in this Agreement. Such Investor understands that the Subscribed Shares and the Conversion Shares are restricted securities within the meaning of Rule 144 under the Act; that the Subscribed Shares and the Conversion Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

Exempt from Registration; Restricted Securities. Such The Investor understands that the Subscribed Purchased Shares and the Conversion Shares will not be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on such the Investor’s representations set forth in this Agreement. Such The Investor understands that the Subscribed Purchased Shares and the Conversion Shares are restricted securities within the meaning of Rule 144 under the Securities Act; that the Subscribed Purchased Shares and the Conversion Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

Exempt from Registration; Restricted Securities. Such Each Investor understands that the Subscribed Purchased Shares and the Conversion Shares will not not, when issued, be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on such Investor’s representations set forth in this Agreement. Such Each Investor understands that the Subscribed Purchased Shares and the Conversion Shares are restricted securities within the meaning of Rule 144 under the Act; Securities Act and that the Subscribed Purchased Shares and the Conversion Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

Exempt from Registration; Restricted Securities. Such The Investor understands that the Subscribed Purchased Shares and the Conversion Shares will not not, when issued, be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on such Investor’s representations set forth in this Agreement. Such The Investor understands that the Subscribed Purchased Shares and the Conversion Shares are restricted securities within the meaning of Rule 144 under the Act; Securities Act and that the Subscribed Purchased Shares and the Conversion Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

Exempt from Registration; Restricted Securities. Such The Investor understands that the Subscribed Purchased Shares and the Conversion Shares will not be registered under the Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on such the Investor’s representations set forth in this Agreement. Such The Investor understands that the Subscribed Purchased Shares and the Conversion Shares are restricted securities within the meaning of Rule 144 under the Act; that the Subscribed Purchased Shares and the Conversion Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

Exempt from Registration; Restricted Securities. Such Investor understands that the Subscribed Series B Preferred Shares and the Conversion Shares will not be registered under the Act or registered or listed publicly pursuant to any other applicable securities laws and regulationsLaws, on the ground that the sale provided for in this Agreement is exempt from registration under the Act or the registration or listing requirements of any other applicable securities laws and regulationsLaws, and that the reliance of the Company on such exemption is predicated in part on such Investor’s representations set forth in this Agreement. Such Investor understands that the Subscribed Series B Preferred Shares and the Conversion Shares are restricted securities within the meaning of Rule 144 under the Act; that the Subscribed Series B Preferred Shares and the Conversion Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

Exempt from Registration; Restricted Securities. Such Investor understands that the Subscribed Purchased Shares and the Conversion Shares will not be registered under the Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on such Investor’s representations set forth in this Agreement. Such Investor understands that the Subscribed Purchased Shares and the Conversion Shares are restricted securities within the meaning of Rule 144 under the Act; that the Subscribed Purchased Shares and the Conversion Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

Exempt from Registration; Restricted Securities. Such Investor understands that the Subscribed Shares and the Conversion Purchased Shares will not be registered under the Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on such Investor’s representations set forth in this Agreement. Such Investor understands that the Subscribed Shares and the Conversion Purchased Shares are restricted securities within the meaning of Rule 144 under the Act; that the Subscribed Shares and the Conversion Purchased Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

Exempt from Registration; Restricted Securities. Such Investor It understands that the Subscribed its Subscription Shares and the Conversion Converted Shares will not not, when issued, be registered under the Securities Act of 1933, as amended (the “Securities Act”), or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on such Investor’s its representations set forth in this Agreement. Such Investor It understands that the Subscribed its Subscription Shares and the Conversion Converted Shares are restricted securities within the meaning of Rule 144 under the Act; that the Subscribed Shares Securities Act and the Conversion Shares are may not registered be sold, transferred or listed publicly and must be held indefinitely otherwise disposed of unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.