Common use of Investor Awareness Clause in Contracts

Investor Awareness. The undersigned acknowledges that: a. No federal or state agency has passed upon the Shares or made any finding or determination as to the fairness of this investment; b. There is no established market for the Shares and no assurance has been given that any public market for them will develop; c. The Shares may not be sold, pledged or otherwise transferred, except as may be permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom; and accordingly, the undersigned may be required to bear the financial risks of an investment in the Shares for an indefinite period of time; d. The undersigned consents to (i) the placing of a legend substantially in the form set forth below on the certificates representing the Shares stating that the securities have not been registered and setting forth the restriction on transfer contemplated hereby, and (ii) the placing of a stop transfer order on the books of the Company and with any transfer agents against the securities included within the Shares. A legend shall be placed on certificates representing the Shares substantially in the form set forth below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

Investor Awareness. The undersigned acknowledges that: a. (1) No federal or state agency has passed upon the Shares Securities or made any finding or determination as to the fairness of this investment; b. (2) There is no established market for any of the Shares Securities and no assurance has been given that any public market for them will develop; c. (3) The Shares Securities may not be sold, pledged or otherwise transferred, except as may be permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom; that the Company has the absolute right to refuse to consent to the transfer or assignment of the Securities if such transfer or assignment does not comply with applicable state and accordingly, the undersigned may be required to bear the financial risks of an investment in the Shares for an indefinite period of timefederal securities laws; d. (4) The undersigned consents to (i) the placing of a legend substantially in the form set forth below on the certificates representing the Shares Securities stating that the securities Securities have not been registered and setting forth the restriction on transfer contemplated hereby, and (ii) the placing of a stop transfer order on the books of the Company and with any transfer agents against the securities included within the SharesSecurities. A legend shall be placed on certificates representing the Shares Securities substantially in the form set forth below: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

Investor Awareness. The undersigned acknowledges Such Investor acknowledges, agrees ------------------ and is aware that: a. (i) An investment in the Securities involves a high degree of risk, including, without limitation, the risks identified under the caption "Risk Factors" in the Private Placement Memorandum, and such Investor may lose the entire amount of its investment; (ii) The Company has only recently been organized and has no financial or operating history; (iii) The Company does not expect to pay dividends for at least the first year of operation; (iv) No federal or state agency or any foreign agency has passed upon the Shares accuracy, validity or completeness of the Private Placement Memorandum, this Agreement or the Registration Rights Agreement or made any finding or determination as to the fairness of this investmentan investment in the Securities; b. There is no established market for the Shares (v) The Securities are illiquid, and no assurance has been given that any public market for them will develop; c. The Shares may not be sold, pledged or otherwise transferred, except as may be permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom; and accordingly, the undersigned may be required to such Investor must bear the financial risks economic risk of an investment in the Shares Securities for an indefinite period of time; d. (vi) There is no existing public or other market for the Securities, and it is not expected that any such market will develop. There can be no assurance that such Investor will be able to sell or dispose of such Investor's Securities. Without limiting the generality of the foregoing, in order not to jeopardize the Offering's exempt status under the Securities Act, the transferee of such Securities may, among other things, be required to fulfill the investor suitability requirements thereunder; (vii) The undersigned consents to (i) Securities have not been registered under the placing Securities Act or under the securities laws of any other jurisdiction, and, except as provided in the Registration Rights Agreement, the Company is under no obligation to, and currently does not intend to, register or qualify the Securities for resale by such Investor or assist such Investor in complying with any exemption under the Securities Act or the securities laws of any other jurisdiction; an offer or sale of Securities by such Investor in the absence of registration under the Securities Act will require the availability of an exemption thereunder; a restrictive legend in substantially in the form set forth below in Section 7.1 hereof shall be placed on the certificates representing the Shares stating that Securities; and a notation shall be made in the securities have not been registered and setting forth the restriction on transfer contemplated hereby, and (ii) the placing of a stop transfer order on the books appropriate records of the Company indicating that the Securities are subject to restrictions on transfer; (viii) Such Investor shall hold the Common Shares subject to, and shall have voting rights with any transfer agents against respect to the securities included within Common Shares as specified in, the Shares. A legend Certificate of Incorporation and Bylaws of the Company as the same may be amended from time to time; (ix) Such Investor shall be placed on certificates representing hold the Shares substantially in Senior Notes and/or the form set forth below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Short Term Senior Notes subject to, AS AMENDEDand shall have the rights with respect to the Senior Notes and/or the Short Term Senior Notes as specified in, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIREDthe Indenture.”