Common use of Investment Intent; Restricted Securities Clause in Contracts

Investment Intent; Restricted Securities. Buyer is acquiring the Company Shares solely for Buyer’s own account, for investment purposes only, and not with a view to, or with any present intention of, reselling or otherwise distributing Company Shares or dividing its participation herein with others. Buyer understands and acknowledges that (a) none of the Company Shares have been registered or qualified under the Securities Act, or under any securities Laws of any state of the United States or other jurisdiction, in reliance upon specific exemptions thereunder for transactions not involving any public offering; (b) all of the Company Shares constitute “restricted securities” as defined in Rule 144 under the Securities Act; (c) none of the Company Shares is traded or tradable on any securities exchange or over-the-counter; and (d) none of the Company Shares may be sold, transferred or otherwise disposed of unless a registration statement under the Securities Act with respect to such Company Shares and qualification in accordance with any applicable state securities Laws becomes effective or unless such registration and qualification is inapplicable, or an exemption therefrom is available. Buyer will not transfer or otherwise dispose any of the Company Shares acquired hereunder or any interest therein in any manner that may cause any Stockholder to be in violation of the Securities Act or any applicable state securities Laws. Buyer is an “accredited investor” as defined in Rule 501(a) of the Securities Act.

Investment Intent; Restricted Securities. Buyer is acquiring purchasing the Company Shares Purchased Equity solely for Buyer’s its own account, for investment purposes only, and not with a view to, or with any present intention of, reselling or otherwise distributing Company Shares the Purchased Equity, or dividing its participation herein with others. Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and under National Instrument 45-106. Buyer understands and acknowledges that (a) none of the Company Shares have Purchased Equity has not been registered or qualified under the Securities Act, Act or under any securities Laws of any state of the United States or other jurisdictionforeign securities Laws, in reliance upon specific exemptions thereunder for transactions not involving any public offering; , (b) all of the Company Shares constitute “restricted securities” as defined in Rule 144 under the Securities Act; (c) none of the Company Shares Purchased Equity is not traded or tradable on any securities exchange or over-the-counter; , and (dc) none of the Company Shares Purchased Equity may not be sold, transferred transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless a such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under the Securities Act with respect to such Company Shares and qualification in accordance with are registered under any applicable state or foreign securities Laws becomes effective or unless such registration and qualification is inapplicable, or pursuant to an exemption therefrom is availablefrom registration under the Securities Act and any applicable state or foreign securities Laws. Buyer will not transfer or otherwise dispose any of the Company Shares Purchased Equity acquired hereunder or any interest therein in any manner that may cause any Stockholder Buyer, the Companies or the Sellers to be in violation of the Securities Act or any applicable state or foreign securities Laws. Buyer is an “accredited investor” as defined in Rule 501(a) of the Securities Act.

Investment Intent; Restricted Securities. Buyer is acquiring purchasing the Company Shares Stock and Units solely for Buyer’s its own account, for investment purposes only, and not with a view to, or with any present intention of, reselling or otherwise distributing Company Shares the Stock or Units, or dividing its participation herein with others. Buyer is an “accredited investor” as defined in Regulation D promulgated by the SEC under the Securities Act. Buyer understands and acknowledges that (a) none of the Company Shares Stock or Units have been registered or qualified under the Securities Act, Act or under any securities Laws of any state of the United States or other jurisdictionforeign securities Laws, in reliance upon specific exemptions thereunder for transactions not involving any public offering; , (b) all of the Company Shares constitute “restricted securities” as defined in Rule 144 under the Securities Act; (c) none of the Company Shares Stock or Units is traded or tradable on any securities exchange or over-the-counter; , and (dc) none of the Company Shares Stock and Units may not be sold, transferred transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless a such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under the Securities Act with respect to such Company Shares and qualification in accordance with are registered under any applicable state or foreign securities Laws becomes effective or unless such registration and qualification is inapplicable, or pursuant to an exemption therefrom is availablefrom registration under the Securities Act and any applicable state or foreign securities Laws. Buyer will not transfer or otherwise dispose any of the Company Shares Stock or Units acquired hereunder or any interest therein in any manner that may cause any Stockholder Buyer to be in violation of the Securities Act or any applicable state or foreign securities Laws. Buyer is an “accredited investor” as defined in Rule 501(a) of the Securities Act.

Investment Intent; Restricted Securities. Buyer is acquiring purchasing the Company Shares Stock solely for Buyer’s its own account, for investment purposes only, and not with a view to, or with any present intention of, reselling or otherwise distributing Company Shares the Stock or dividing its participation herein with others. Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated hereby and of ownership of the Stock. Buyer understands and acknowledges that (ai) none of the Company Shares have Stock has been registered or qualified under the Securities Act, Act or under any securities Laws of any state of the United States or other jurisdictionforeign securities Laws, in reliance upon specific exemptions thereunder for transactions not involving any public offering; , (b) all of the Company Shares constitute “restricted securities” as defined in Rule 144 under the Securities Act; (cii) none of the Company Shares Stock is traded or tradable on any securities exchange or over-the-counter; , and (diii) none of the Company Shares Stock may not be sold, transferred transferred, offered for sale, or otherwise disposed of unless a such transfer, sale or other disposition is pursuant to the terms of an effective registration statement under the Securities Act with respect to such Company Shares and qualification in accordance with are registered under any applicable state or foreign securities Laws becomes effective or unless such registration and qualification is inapplicable, or pursuant to an exemption therefrom is availablefrom registration under the Securities Act and any applicable state or foreign securities Laws. Buyer will not transfer or otherwise dispose of any of the Company Shares Stock acquired hereunder or any interest therein in any manner that may cause any Stockholder Buyer to be in violation of the Securities Act or any applicable state securities Laws. Buyer is an “accredited investor” as defined in Rule 501(a) of the Securities Act.