Common use of Financing Transactions Clause in Contracts

Financing Transactions. It is understood that as relates to any public or private offering of convertible debt, common or preferred stock or any other security or investment instrument of the Company (“Financing”), the Consultant is acting as an advisor only, is not a licensed securities or real estate broker or dealer, and shall have no authority to enter into any commitments on the Company’s behalf, or to negotiate the terms of any Financing, or to hold any funds or securities in connection with any Financing or to perform any act which would require the Consultant to become licensed as a securities or real estate broker or dealer under applicable state or federal law. In consideration of the Company entering into this Agreement and as an inducement to the Company agreeing to pay the compensation described on Exhibit B hereto, the Company and the Consultant confirm and acknowledge that pursuant to the Consultant’s provision of Services hereunder: The Consultant has not engaged, and shall not engage, in any actions requiring registration as a securities broker or dealer under any applicable federal, state or foreign laws; The Consultant shall only introduce to the Company prospective investors that the Consultant reasonably believes are “accredited investors” as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended, and will assist the Company in performing whatever reasonable due diligence investigation may be necessary in order to confirm such “accredited investor” status; and The Consultant has not engaged, and shall not engage, in any general solicitation or advertisement to seek investors or potential investors in the Company.

Financing Transactions. It is understood that as relates to any public or private offering of convertible debt, common or preferred stock or any other security or investment instrument of the Company (“Financing”), the Consultant is acting as an advisor only, is not a licensed securities or real estate broker or dealer, and shall have no authority to enter into any commitments on the Company’s behalf, or to negotiate the terms of any Financing, or to hold any funds or securities in connection with any Financing or to perform any act which would require the Consultant to become licensed as a securities or real estate broker or dealer under applicable state or federal law. In consideration of the Company entering into this Agreement and as an inducement to the Company agreeing to pay the compensation described on Exhibit B hereto, the Company and the Consultant confirm and acknowledge that pursuant to the Consultant’s provision of Services hereunder: : 6.1 The Consultant has not engaged, and shall not engage, in any actions requiring registration as a securities broker or dealer under any applicable federal, state or foreign laws; ; 6.2 The Consultant shall only introduce to the Company prospective investors that the Consultant reasonably believes are “accredited investors” as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended, and will assist the Company in performing whatever reasonable due diligence investigation may be necessary in order to confirm such “accredited investor” status; and and 6.3 The Consultant has not engaged, and shall not engage, in any general solicitation or advertisement to seek investors or potential investors in the Company.

Financing Transactions. It is understood that as relates to any public or private offering of convertible debt, common or preferred stock or any other security or investment instrument of the Company (“Financing”), the Consultant is acting as an advisor only, is not a licensed securities or real estate broker or dealer, and shall have no authority to enter into any commitments on the Company’s behalf, or to negotiate the terms of any Financing, or to hold any funds or securities in connection with any Financing or to perform any act which would require the Consultant to become licensed as a securities or real estate broker or dealer under applicable state or federal law. In consideration of the Company entering into this Agreement and as an inducement to the Company agreeing to pay the compensation described on Exhibit B hereto, the Company and the Consultant confirm and acknowledge that pursuant to the Consultant’s provision of Services hereunder: : 6.1 The Consultant has not engaged, and shall not engage, in any actions requiring registration as a securities broker or dealer under any applicable federal, state or foreign laws; ; 6.2 The Consultant shall only introduce to the Company prospective investors that the Consultant reasonably believes are “accredited investors” as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended, and will assist the Company in performing whatever reasonable due diligence investigation may be necessary in order to confirm such “accredited investor.investor” status; and and 6.3 The Consultant has not engaged, and shall not engage, in any general solicitation or advertisement to seek investors or potential investors in the Company.