Common use of Nature of Investment Clause in Contracts

Nature of Investment. The Subscriber understands that the Preferred Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that neither the Preferred Shares deliverable at the Closing, nor the Conversion Shares underlying the Preferred Shares deliverable at the Closing, have been registered under the Securities Act. The Subscriber understands that neither the Preferred Shares, nor the Conversion Shares underlying the Preferred Shares, may be resold, transferred, pledged or otherwise disposed of by the Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the Preferred Shares delivered at the Closing and the Conversion Shares underlying such Preferred Shares shall contain a legend or restrictive notation to such effect, and as a result of such restrictions, the Subscriber may not be able to readily resell the Preferred Shares or the Conversion Shares underlying the Preferred Shares, and may be required to bear the financial risk of an investment in the Preferred Shares or the Conversion Shares underlying the Preferred Shares for an indefinite period of time. The Subscriber acknowledges and agrees that neither the Preferred Shares nor the Conversion Shares underlying the Preferred Shares will be immediately eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”), until at least one year following the Company’s filing of certain required information with the Commission after the Closing Date. The Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Preferred Shares or the Conversion Shares underlying the Preferred Shares. The Subscriber acknowledges and agrees that the effectiveness of the registration statement registering the resale of the Conversion Shares underlying the Preferred Shares pursuant to Section 7 is not a condition to the Closing of this Offering.

Nature of Investment. (a) The Subscriber understands that Purchaser is acquiring the Preferred Shares are being offered as principal for its own account for investment purposes only and not with a view to distributing or reselling the Shares. (b) The Purchaser is an “accredited investor” as defined in a transaction not involving any public offering within the meaning of the Securities Act and that neither the Preferred Shares deliverable at the Closing, nor the Conversion Shares underlying the Preferred Shares deliverable at the Closing, have been registered under the Securities Act. The Subscriber understands that neither the Preferred Shares, nor the Conversion Shares underlying the Preferred Shares, may be resold, transferred, pledged or otherwise disposed of by the Subscriber absent an effective registration statement Rule 501(a) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”). The Purchaser, either alone or together with its representatives, have such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the investment in the Shares and have so evaluated the merits and risks of such investment. The Purchaser has independently and without reliance upon the Seller (except (i) with respect to the Company or a subsidiary thereofrepresentations and warranties of Seller contained herein) and based on such information and the advice of such advisors as Purchaser has deemed appropriate, (ii) made its own analysis and decision to non-U.S. persons pursuant to offers and sales enter into this Agreement. The Purchaser acknowledges that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements none of the Securities ActSeller or any of its affiliates is acting as a fiduciary or financial or investment adviser to the Purchaser and, except with respect to the representations and in each of cases (i) and (iii) in accordance with any applicable securities laws warranties of the states and other jurisdictions Seller contained herein, none of such persons has made any representations, warranties or guarantees about the value of the United States, and that any certificates (if any) or any book-entry shares representing the Preferred Shares delivered at the Closing and the Conversion Shares underlying such Preferred Shares shall contain a legend or restrictive notation to such effect, and as a result of such restrictions, the Subscriber may not be able to readily resell the Preferred Shares or the Conversion Company’s business itself, nor has any such persons given the Purchaser any investment advice, opinion or other information on whether the purchase of the Shares underlying the Preferred Shares, and may be required is prudent. The Purchaser is able to bear the financial economic risk of an investment in the Preferred Shares and, at the present time, is able to afford a complete loss of such investment. (c) The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Conversion Shares underlying published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (d) The Purchaser understands and acknowledges that (i) the Preferred Shares for an indefinite period of time. The Subscriber acknowledges are being offered and agrees that neither the Preferred Shares nor the Conversion Shares underlying the Preferred Shares will be immediately eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated sold without registration under the Securities Act (“Rule 144”), until at least one year following in a private placement that is exempt from the Company’s filing of certain required information with the Commission after the Closing Date. The Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any registration provisions of the Preferred Securities Act, (ii) the availability of such exemption depends in part on, and the Seller will rely upon the accuracy and truthfulness of, the foregoing representations and the Purchaser hereby consents to such reliance, and (iii) the Shares or the Conversion Shares underlying the Preferred Shares. The Subscriber acknowledges and agrees that the effectiveness are “restricted securities” for purposes of the Securities Act and rules thereunder and may not be resold without registration statement registering under the resale of Securities Act or an exemption therefrom, and the Conversion certificates representing such Shares underlying the Preferred Shares pursuant will bear a restrictive legend to Section 7 is not a condition to the Closing of this Offeringsuch effect.

Nature of Investment. The Subscriber understands that (a) Such Purchaser is acquiring the Preferred Warrant and the Warrant Shares are being offered to be issued upon exercise thereof as principal for its own account for investment purposes only and not with a view to distributing or reselling the Warrant or the Warrant Shares to be issued upon exercise thereof or any part thereof. (b) Such Purchaser is an “accredited investor” as defined in a transaction not involving any public offering within the meaning of the Securities Act and that neither the Preferred Shares deliverable at the Closing, nor the Conversion Shares underlying the Preferred Shares deliverable at the Closing, have been registered Rule 501(a) under the Securities Act. The Subscriber understands that neither Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the Preferred Shares, nor merits and risks of the Conversion investment in the Warrant and the Warrant Shares underlying the Preferred Shares, may to be resold, transferred, pledged or otherwise disposed of by the Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary issued upon exercise thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside has so evaluated the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, merits and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the Preferred Shares delivered at the Closing and the Conversion Shares underlying such Preferred Shares shall contain a legend or restrictive notation to such effect, and as a result risks of such restrictions, the Subscriber may not be investment. Such Purchaser is able to readily resell the Preferred Shares or the Conversion Shares underlying the Preferred Shares, and may be required to bear the financial economic risk of an investment in the Preferred Warrant and the Warrant Shares to be issued upon exercise thereof and, at the present time, is able to afford a complete loss of such investment. (c) Such Purchaser acknowledges that it has had access to all publicly available information regarding the Company that such Purchaser has determined is necessary or appropriate in making the decision to purchase the Warrant and the right to receive the Warrant Shares to be issued upon exercise thereof from the Seller and in determining the purchase price therefor. (d) Such Purchaser is not purchasing the Warrant or the Conversion right to receive the Warrant Shares underlying to be issued upon exercise thereof as a result of any advertisement, article, notice or other communication regarding the Preferred Warrant or such Warrant Shares for an indefinite period of time. The Subscriber published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (e) Such Purchaser understands and acknowledges that (i) the Warrant and agrees that neither the Preferred right to receive the Warrant Shares nor the Conversion Shares underlying the Preferred Shares will to be immediately eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated issued upon exercise thereof are being offered and sold without registration under the Securities Act (“Rule 144”), until at least one year following in a private placement that is exempt from the Company’s filing of certain required information with the Commission after the Closing Date. The Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any registration provisions of the Preferred Shares or Securities Act and (ii) the Conversion Shares underlying availability of such exemption depends in part on, and the Preferred Shares. The Subscriber acknowledges Seller will rely upon the accuracy and agrees that truthfulness of, the effectiveness of the registration statement registering the resale of the Conversion Shares underlying the Preferred Shares pursuant foregoing representations and such Purchaser hereby consents to Section 7 is not a condition to the Closing of this Offeringsuch reliance.

Nature of Investment. The Subscriber (a) Seller is acquiring the Buyer Stock Consideration for investment purposes only and not with a view toward resale or distribution thereof in violation of applicable securities Laws. Seller acknowledges that it can bear the economic risk of its investment in the Buyer Stock Consideration and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Buyer Stock Consideration. Seller fully understands that the Preferred Shares are being offered in Buyer Stock Consideration is a transaction not involving any public offering within speculative investment which involves a high degree of risk of loss of Seller’s entire investment. Seller understands that none of the meaning of Buyer Stock Consideration will have been registered pursuant to the Securities Act or any applicable state securities Laws, that the Buyer Stock Consideration will be characterized as “restricted securities” under federal securities Laws, and that neither the Preferred Shares deliverable at the Closing, nor the Conversion Shares underlying the Preferred Shares deliverable at the Closing, have been registered under the Securities Act. The Subscriber understands that neither the Preferred Shares, nor the Conversion Shares underlying the Preferred Shares, Buyer Stock Consideration may not be resold, transferred, pledged sold or otherwise disposed of by the Subscriber absent an effective without registration statement under the Securities Act except or an exemption therefrom. Seller has had an opportunity to ask questions of and receive answers from the management and authorized representatives of Buyer, and to review any other relevant documents and records concerning the business of Buyer, including all of Buyer’s current filings with the SEC, and the terms and conditions of this investment, and that any such questions have been answered to Seller’s full satisfaction. Seller understands that no Governmental Authority has passed upon or made any recommendation or endorsement of an investment in the Buyer Stock Consideration. (ib) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States Seller is an “accredited investor” within the meaning of Regulation S D under the Securities Act or (iii) pursuant to another applicable exemption from and was not organized solely for the registration requirements purpose of acquiring any of the Securities ActBuyer Stock Consideration. Seller has adequate means of providing for its current needs and contingencies, has no need now, and anticipates no need in each of cases (i) and (iii) in accordance with the foreseeable future, to sell any applicable securities laws portion of the states and other jurisdictions of the United StatesBuyer Stock Consideration, and that any certificates (if any) currently has sufficient net worth and financial liquidity to afford a complete loss of its investment in Buyer. No person or any book-entry shares representing entity, other than Buyer or its authorized representatives, has offered the Preferred Shares delivered at the Closing and the Conversion Shares underlying such Preferred Shares shall contain a legend or restrictive notation Buyer Stock Consideration to such effect, and as a result of such restrictions, the Subscriber may not be Seller. Seller is able to readily resell the Preferred Shares or the Conversion Shares underlying the Preferred Shares, and may be required to bear the financial economic risk of an investment in the Preferred Shares or the Conversion Shares underlying the Preferred Shares for an indefinite period of time. The Subscriber acknowledges and agrees that neither the Preferred Shares nor the Conversion Shares underlying the Preferred Shares will be immediately eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”), until at least one year following the Company’s filing of certain required information with the Commission after the Closing Date. The Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Preferred Shares or the Conversion Shares underlying the Preferred Shares. The Subscriber acknowledges and agrees that the effectiveness of the registration statement registering the resale of the Conversion Shares underlying the Preferred Shares pursuant to Section 7 is not a condition to the Closing of this OfferingBuyer Stock Consideration.

Nature of Investment. The Subscriber understands that the Preferred Shares and PIPE Warrants are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that neither the Preferred Shares deliverable and PIPE Warrants delivered at the Closing, nor the Conversion Shares underlying the Preferred Shares deliverable at the Closing, Closing have not been registered under the Securities Act. The Subscriber understands that neither the Preferred Shares, nor the Conversion Shares underlying the Preferred Shares, and PIPE Warrants may not be resold, transferred, pledged or otherwise disposed of by the Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the Preferred Shares or PIPE Warrants delivered at the Closing and the Conversion Shares underlying such Preferred Shares shall contain a legend or restrictive notation to such effect, and as a result of such restrictions, the Subscriber may not be able to readily resell the Preferred Shares or the Conversion Shares underlying the Preferred Shares, and PIPE Warrants and may be required to bear the financial risk of an investment in the Preferred Shares or the Conversion Shares underlying the Preferred Shares and PIPE Warrants for an indefinite period of time. The Subscriber acknowledges that the Shares and agrees that neither the Preferred Shares nor the Conversion Shares underlying the Preferred Shares PIPE Warrants will not be immediately eligible for offer, resale, transfer, pledge or disposition resale pursuant to Rule 144 144A promulgated under the Securities Act (“Rule 144”), until at least one year following the Company’s filing of certain required information with the Commission after the Closing DateAct. The Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Preferred Shares or the Conversion Shares underlying the Preferred SharesPIPE Warrants. The Subscriber acknowledges and agrees that the effectiveness of the registration statement registering the resale of the Conversion Shares underlying Shares, the Preferred PIPE Warrants or the Subscriber Warrant Shares pursuant to Section 7 is not a condition to the Closing of this Offering.