Common use of Investment Risks Clause in Contracts

Investment Risks. The undersigned represents that he, she or it has read and understands all of the “Risk Factors” set forth in the Company’s most recent Form 10-K and Form 10-Q on file with the SEC. Without limiting the foregoing, the undersigned has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the Note. The undersigned recognizes that the Company is a development stage company with an extremely limited financial and operating history, that the development of medical devices is difficult, time consuming, and expensive, and that an investment in the Company involves very significant risks. The undersigned further recognizes that (A) an investment in the Company is highly speculative, (B) an investor may not be able to liquidate his, her or its investment, (C) transferability of the Note is extremely limited, (D) in the event of a disposition, the investor could sustain a loss of his, her or its entire investment, and (E) the Company intends to continue to raise additional funds in the near future through the sale of equity, and that any such sale below the conversion events set forth in the Note may be on terms to investors that are more favorable than the terms to the undersigned. The undersigned is capable of bearing the economic risks of an investment in the Note and the Warrants, including, but not limited to, the possibility of a complete loss of the undersigned’s investment, as well as limitations on the transferability of the Note and the Warrants, which may make the liquidation of an investment in the Note and the Warrants difficult or impossible for the indefinite future. The undersigned acknowledges that legal advice has been provided to the Company by Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, and that such law firm has neither provided advice to the Subscriber nor performed any due diligence on the Subscriber’s behalf. The undersigned acknowledges that he, she or it has been advised to seek his, her or its own independent counsel from attorneys, accountants and other advisors with respect to an investment in this offering.

Investment Risks. The undersigned represents that he, she or it has read and understands all of the “Risk Factors” set forth in the Company’s Private Placement memorandum dated November __, 201 and has had available the xxxxxx discussion of those “Risk Factors” set forth in the Company’s most recent Form 10-K and Form 10-Q on file with the SECCommission. Without limiting the foregoing, the undersigned has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the NoteWarrant Shares. The undersigned recognizes that the Company is a development stage company with an extremely limited financial and operating history, that the development of medical devices vaccines is difficult, time consuming, and expensive, and that an investment in the Company involves very significant risks. The undersigned further recognizes that (A) an investment in the Company is highly speculative, (B) an investor may not be able to liquidate his, her or its investment, (C) transferability of the Note Warrant Shares is extremely limited, (D) in the event of a disposition, the investor could sustain a loss of his, her or its entire investment, and (E) the Company intends to continue to raise additional funds in the near future through the sale of equity, and that any such sale below the conversion events Exercise Price set forth in the Note Warrant may be on terms to investors that are more favorable than the terms to the undersigned. The undersigned is capable of bearing the economic risks of an investment in the Note and the WarrantsWarrant Shares, including, but not limited to, the possibility of a complete loss of the undersigned’s investment, as well as limitations on the transferability of the Note and the WarrantsWarrant Shares, which may make the liquidation of an investment in the Note and the Warrants Warrant Shares difficult or impossible for the indefinite future. The undersigned acknowledges that legal advice has been provided to the Company by Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLCLLP, and that such law firm has neither provided advice to the Subscriber undersigned nor performed any due diligence on the Subscriberundersigned’s behalf. The undersigned acknowledges that he, she or it has been advised to seek his, her or its own independent counsel from attorneys, accountants and other advisors with respect to an investment in this offering.

Investment Risks. The undersigned represents that he, she or it has read and understands all of the “Risk Factors” set forth in the Company’s most recent Form 10-K and Form 10-Q on file with the SEC. Without limiting the foregoing, the undersigned has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the NoteStock. The undersigned recognizes that the Company is a development stage company with an extremely limited financial and operating history, that the development of medical devices is difficult, time consuming, and expensive, and that an investment in the Company involves very significant risks. The undersigned further recognizes that (A) an investment in the Company is highly speculative, (B) an investor may not be able to liquidate his, her or its investment, (C) transferability of the Note Stock is extremely limited, (D) in the event of a disposition, the investor could sustain a loss of his, her or its entire investment, and (E) the Company intends will require significant additional financing in order to continue to its business, (F) the Company has never had any revenues and may not have any significant revenues for the foreseeable future, and (G) the Company may raise additional funds in the near future through the sale of equity, and that any such sale below the conversion events set forth in purchase price paid by the Note undersigned for the Stock may be on terms to investors that are more favorable than the terms to the undersigned. The undersigned is capable of bearing the economic risks of an investment in the Note and the WarrantsStock, including, but not limited to, the possibility of a complete loss of the undersigned’s investment, as well as limitations on the transferability of the Note and the WarrantsStock, which may make the liquidation of an investment in the Note and the Warrants Stock difficult or impossible for the indefinite future. The undersigned acknowledges that legal advice has been provided to the Company by Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, and that such law firm has neither provided advice to the Subscriber nor performed any due diligence on the Subscriber’s behalf. The undersigned acknowledges that he, she or it has been advised to seek his, her or its own independent counsel from attorneys, accountants and other advisors with respect to an investment in this offering.

Investment Risks. The undersigned represents that he, she or it has read and understands all of the “Risk Factors” set forth in the Company’s most recent Form 10-K and Form 10-Q on file with the SEC. Without limiting the foregoing, the undersigned has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the Note. The undersigned recognizes that the Company is a development stage company with an extremely limited financial and operating history, that the development of medical devices is difficult, time consuming, and expensive, and that an investment in the Company involves very significant risks. The undersigned further recognizes that (A) an investment in the Company is highly speculative, (B) an investor may not be able to liquidate his, her or its investment, (C) transferability of the Note is extremely limited, (D) in the event of a disposition, the investor could sustain a loss of his, her or its entire investment, and (E) the Company intends will require significant additional financing in order to continue its business, (F) the Company has never had any revenues and may not have any significant revenues for the foreseeable future, and (G) the Company intends to raise additional funds in the near future through the sale of equity, and that any such sale below the conversion events set forth in the Note may be on terms to investors that are more favorable than the terms to the undersigned. The undersigned is capable of bearing the economic risks of an investment in the Note and the WarrantsNote, including, but not limited to, the possibility of a complete loss of the undersigned’s investment, as well as limitations on the transferability of the Note and the WarrantsNote, which may make the liquidation of an investment in the Note and the Warrants difficult or impossible for the indefinite future. The undersigned acknowledges that legal advice has been provided to the Company by Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, and that such law firm has neither provided advice to the Subscriber nor performed any due diligence on the Subscriber’s behalf. The undersigned acknowledges that he, she or it has been advised to seek his, her or its own independent counsel from attorneys, accountants and other advisors with respect to an investment in this offering.

Investment Risks. The undersigned represents that he, she or it has read and understands all of the “Risk Factors” set forth in the Company’s most recent Form 10-K and Form 10-Q on file with the SEC. Without limiting the foregoing, the undersigned has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the Note. The undersigned recognizes that the Company is a development stage company with has had an extremely limited financial and operating history, that the development and commercialization of medical devices is difficult, time consuming, and expensive, and that an investment in the Company involves very significant risks. The undersigned further recognizes that (A) an investment in the Company is highly speculative, (B) an investor may not be able to liquidate his, her or its investment, (C) transferability of the Note is extremely limited, (D) in the event of a disposition, the investor could sustain a loss of his, her or its entire investment, and (E) the Company intends will require significant additional financing in order to continue its business, (F) ) the Company has had a limited operating history and has been operating at a deficit and may not achieve profitability in the near or long term, and (G) the Company may need to raise additional funds in the near future through the sale of equity, and that any such sale below the conversion events set forth in the Note may be on terms to investors that are more favorable than the terms to the undersigned. The undersigned is capable of bearing the economic risks of an investment in the Note and the WarrantsNote, including, but not limited to, the possibility of a complete loss of the undersigned’s investment, as well as limitations on the transferability of the Note and the WarrantsNote, which may make the liquidation of an investment in the Note and the Warrants difficult or impossible for the indefinite future. The undersigned acknowledges that legal advice has been provided to the Company by Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, and that such law firm has neither provided advice to the Subscriber nor performed any due diligence on the Subscriber’s behalf. The undersigned acknowledges that he, she or it has been advised to seek his, her or its own independent counsel from attorneys, accountants and other advisors with respect to an investment in this offering.

Investment Risks. (i) The undersigned represents that he, she or it has read and understands all of the “Risk Factors” set forth in the Company’s most recent Form 10-K and Form 10-Q on file with the SEC. Without limiting the foregoing, the undersigned Vendor has such knowledge and experience in financial and business matters and, in particular, concerning investments, as is necessary to enable it to evaluate the merits and risks of making an investment in the Purchaser's common shares in the manner as provided in this Agreement. The Vendor has no immediate need for liquidity in the Purchaser's common shares and is able to bear the risk of making an investment in the Purchaser's common shares for an indefinite period. The Purchaser's common shares which the Vendor will receive pursuant to this Agreement are being acquired by the Vendor for investment purposes only, for its own account and not with a present view to the offer, sale or distribution thereof; provided, however, that, in the event that hesuch common shares are registered on a registration statement under the 1933 Act for resale by the Vendor or the Purchaser, she the Vendor may, at its sole discretion, offer and sell all or any portion of such shares pursuant to such registration statement, subject, however, to compliance with any applicable state, provincial or other law. The Vendor may also offer and sell such common shares in accordance with any other applicable securities laws. The Vendor has not taken, nor will it take or cause to be taken, any action that would cause the Vendor to be deemed to be an "underwriter", as defined in Section 2(11) of the Securities Act, with respect to those common shares except in connection with the offer and sale of such shares pursuant to such registration statement. (ii) The Purchaser has afforded, or otherwise caused to afford, to the Vendor and its professional advisors full and complete access to all information with respect to the Purchaser and its business, operations, financial condition and management which the Vendor has deemed necessary and material for an evaluation of the merits and risks of the Vendor acquiring and making an investment in the Purchaser's common shares hereunder. The Vendor and its advisors have had adequate opportunity to ask questions of, and receive answers from, persons acting on behalf of the Purchaser regarding the terms and conditions of the issuance of the Purchaser's common shares hereunder and to obtain any additional information which the Purchaser possesses or can acquire without unreasonable effort or expense that is capable necessary to verify the accuracy of the information furnished to the Vendor and its professional advisors. All such questions have been answered to the full satisfaction of the Vendor and its professional advisors. (iii) In evaluating the merits and risks of making an investment in the NotePurchaser's common shares hereunder, the Vendor has relied on the advice of its own legal, financial and accounting advisors. The undersigned recognizes Vendor understands that the Company is a development stage company with an extremely limited financial and operating history, that the development of medical devices is difficult, time consuming, and expensive, and that an investment in the Company involves very significant risks. The undersigned further recognizes that (A) an investment in the Company is highly speculative, (B) an investor may not be able to liquidate his, her or its investment, (C) transferability of the Note is extremely limited, (D) in the event of a disposition, the investor could sustain a loss of his, her or its entire investment, and (E) the Company intends to continue to raise additional funds in the near future through the sale of equity, and that any such sale below the conversion events set forth in the Note may be on terms to investors that there are more favorable than the terms substantial risks pertaining to the undersigned. The undersigned is capable of bearing the economic risks making of an investment in the Note and Purchaser's common shares hereunder. The Vendor is fully able to bear the Warrants, including, but not limited to, the possibility of a complete loss of the undersigned’s investment, as well as limitations on the transferability of the Note and the Warrants, which may make the liquidation economic risk of an investment in the Note Purchaser's common shares for an indefinite period of time and can afford a complete loss of such investment. (iv) Subject to the terms and conditions set forth in Section 2.6(d) and Article 5, the Vendor understands and acknowledges that the Purchaser's common shares have not been registered for offer or sale under the 1933 Act or registered or qualified under any state, provincial or other securities act, and are being sold on the basis of exemptions from registration under the federal and applicable state, provincial or other securities laws. Reliance on such exemption is based in part on the accuracy of the representations, warranties and agreements made by the Vendor herein, and the Warrants difficult or impossible for Vendor acknowledges and agrees that the indefinite futurePurchaser has relied on such representations, warranties and agreements. The undersigned Vendor further understands and acknowledges that legal advice has been provided the Purchaser's common shares may not be sold, assigned or otherwise transferred unless so registered or qualified or unless, in the opinion of counsel to the Company by Xxxxxx Xxxxxxx Xxxxxxxxx & XxxxVendor, PLLC, and that such law firm has neither provided advice which opinion is reasonably acceptable to the Subscriber nor performed Purchaser, an exemption from registration and any due diligence on the Subscriber’s behalf. The undersigned acknowledges that he, she or it has been advised to seek his, her or its own independent counsel from attorneys, accountants and other advisors with respect to an investment in this offeringsuch qualification is available.