Common use of Exemption from Securities Act Clause in Contracts

Exemption from Securities Act. The Investor has been advised and understands that (i) the Purchase Shares have not been registered under the Securities Act, or any state securities laws and are being sold pursuant to Regulation S, therefore, cannot be resold until the applicable distribution compliance period is satisfied or they are registered under the Securities Act and applicable state securities laws, or unless an exemption from such registration requirements is available, (ii) the Investor may be required to hold, and continue to bear the economic risk of its investment in, the Purchase Shares indefinitely, unless the offer and sale of such Purchase Shares is subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available, (iii) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of the Purchase Shares, (iv) when and if the Purchase Shares may be disposed of without registration under the Securities Act in reliance on Rule 144 of the Securities Act, the amount of Purchase Shares that may be disposed of may be limited in accordance with the terms and conditions of such Rule and (v) if an exemption under Rule 144 of the Securities Act is not available, the public offer or sale of the Purchase Shares without registration will require compliance with some other exemption under the Securities Act.

Exemption from Securities Act. The Investor has been advised and understands that (ia) the Purchase Shares issuance and sale hereunder of the Purchased Securities have not been registered under the Securities Act, or any state securities laws and are being sold pursuant to Regulation Sand, therefore, they cannot be resold until the applicable distribution compliance period is satisfied or unless they are registered under the Securities Act and applicable state securities laws, laws or unless an exemption from such registration requirements is available, (iib) the Investor may be required to hold, and continue to bear the economic risk of its investment in, the Purchase Shares Purchased Securities indefinitely, unless the offer and sale of such Purchase Shares Purchased Securities is subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available, (iiic) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of the Purchase Shares, Purchased Securities and (ivd) when and if the Purchase Shares Purchased Securities may be disposed of without registration under the Securities Act in reliance on Rule 144 of promulgated under the Securities Act, the amount of Purchase Shares Purchased Securities that may be disposed of may be limited in accordance with the terms and conditions of such Rule and (v) if an exemption under Rule 144 of the Securities Act rule. Investor is not availableinvesting in the shares to be issued hereby as a result of or subsequent to any general solicitation or general advertising, the public offer including but not limited to any advertisement, article, notice or sale of the Purchase Shares without registration will require compliance with some other exemption under the Securities Act.communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting

Exemption from Securities Act. The Investor has been advised and understands that (ia) the Purchase issuance and sale hereunder of the Purchased Shares have not been registered under the Securities Act, or any state securities laws and are being sold pursuant to Regulation Sand, therefore, they cannot be resold until the applicable distribution compliance period is satisfied or unless they are registered under the Securities Act and applicable state securities laws, laws or unless an exemption from such registration requirements is available, (iib) the Investor may be required to hold, and continue to bear the economic risk of its investment in, the Purchase Purchased Shares indefinitely, unless the offer and sale of such Purchase Purchased Shares is subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available, (iiic) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of the Purchase Shares, Purchased Shares and (ivd) when and if the Purchase Purchased Shares may be disposed of without registration under the Securities Act in reliance on Rule 144 of promulgated under the Securities Act, the amount of Purchase Purchased Shares that may be disposed of may be limited in accordance with the terms and conditions of such Rule and (v) if an exemption under Rule 144 of the Securities Act is not available, the public offer or sale of the Purchase Shares without registration will require compliance with some other exemption under the Securities Actrule.

Exemption from Securities Act. The Investor has been advised and understands that (i) the Purchase Shares have not been registered under the Securities Act, or any state securities laws and are being sold pursuant to Regulation Sand, therefore, cannot be resold until the applicable distribution compliance period is satisfied or unless they are registered under the Securities Act and applicable state securities laws, laws or unless an exemption from such registration requirements is available, (ii) the Investor may be required to hold, and continue to bear the economic risk of its investment in, the Purchase Shares indefinitely, unless the offer and sale of such Purchase Shares is subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available, (iii) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of the Purchase Shares, (iv) when and if the Purchase Shares may be disposed of without registration under the Securities Act in reliance on Rule 144 of the Securities Act, the amount of Purchase Shares that may be disposed of may be limited in accordance with the terms and conditions of such Rule and (v) if an exemption under Rule 144 of the Securities Act is not available, the public offer or sale of the Purchase Shares without registration will require compliance with some other exemption under the Securities Act.