Common use of Exemption; Reliance on Representations Clause in Contracts

Exemption; Reliance on Representations. The Subscriber understands that the offer and sale of the Securities are not being registered under the Securities Act and that the Securities are being offered and sold under an exemption from registration pursuant to Section 4(2) of the Securities Act. The Company intends that the offer and sale of the Shares qualify for the safe harbor protection provided by Regulation D, Rule 506 of the Securities Act. Each of the Company and Subscriber agree to comply in all respects with the provisions of Regulation D in connection with the transactions contemplated hereby.

Exemption; Reliance on Representations. The Subscriber understands that the offer and sale of the Securities are not being registered under the Securities Act and that the Securities are being offered and sold under an exemption from registration pursuant to Section 4(2) of the Securities Act. The Company intends that the offer and sale of the Shares qualify Securities qualifies for the safe harbor protection provided by either Regulation D, Rule 506 or Regulation S of the Securities Act. Each of the Company and Subscriber agree to comply in all respects with the provisions of Regulation D or Regulation S, as applicable, in connection with the transactions contemplated hereby.