Common use of No Registration of Securities Clause in Contracts

No Registration of Securities. The Securities will be registered with the SEC on a commercially reasonable efforts basis and will also be tradable in compliance with Rule 144 restricted periods. Resale restrictions and legends The Purchaser acknowledges that the certificates representing the Purchased Securities will bear the following legends: “NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Purchaser (the “Closing Date”).

No Registration of Securities. The Securities will be registered with the SEC on a commercially reasonable efforts basis and will also be tradable in compliance with Rule 144 restricted periods. Resale restrictions and legends The Purchaser acknowledges that the certificates representing the Purchased Securities will bear the following legends: “"NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” " Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Purchaser (the “"Closing Date”").

No Registration of Securities. The Securities Shares and Warrants will not be registered with the SEC on a commercially reasonable efforts basis United States Securities and Exchange Commission and will also be tradable in compliance with Rule 144 restricted periods. Resale restrictions and legends The Purchaser acknowledges that the certificates representing the Purchased Securities Shares will bear the following legends: “NONE OF THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (AND EXCHANGE COMMISSION OR THE "SUBSCRIPTION AGREEMENT") RELATES SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN REGISTERED ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 “SECURITIES ACT"”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTEREDACCORDINGLY, NONE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Purchaser has requested the Issuer not to include legend under Canadian securities laws Closing Date The completion of the sale and purchase of the Shares Units will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Purchaser. Payment for, and delivery of the Units, is scheduled to occur on or about January 23, 2009 or such later date as may be agreed upon by the Issuer and the Purchaser (the “Closing Date”).

No Registration of Securities. The Securities Convertible Loan, the Shares and the Warrants will not be registered with the SEC on a commercially reasonable efforts basis United States Securities and Exchange Commission and will also be tradable in compliance with Rule 144 restricted periods. Resale restrictions and legends The Purchaser acknowledges that the certificates representing the Purchased Securities Shares will bear the following legendslegend: “NONE OF THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (AND EXCHANGE COMMISSION OR THE "SUBSCRIPTION AGREEMENT") RELATES SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN REGISTERED ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 “SECURITIES ACT"”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTEREDACCORDINGLY, NONE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Canadian Purchasers have requested the Issuer not to include a legend under Canadian securities laws. Closing Date The completion of the sale and purchase of the Shares Convertible Loan will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Purchaser. Payment for, and delivery of the Convertible Loan, is scheduled to occur on or about , 2009 or such other date as may be agreed upon by the Issuer and the Purchaser (the “Closing Date”).

No Registration of Securities. The Securities will be registered with the SEC on a commercially reasonable efforts basis and will also be tradable in compliance with Rule 144 restricted periods. Resale restrictions and legends The Purchaser acknowledges that the certificates representing the Purchased Securities will bear the following legends: “NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Purchaser (the “Closing Date”). The Issuer Jurisdiction of organization The Issuer is incorporated under the laws of the State of Nevada.

No Registration of Securities. The Securities Investor understands that the Shares to be issued by the Company under this Agreement will not be registered with under the SEC Securities Act or the applicable securities laws of any state in reliance on a commercially reasonable efforts basis the so-called "private offering" exemption provided by Section 4(2) of the Securities Act, Regulation D promulgated under the Securities Act, and by such state securities laws; that the Shares will also be tradable in compliance with constitute "restricted securities" within the meaning of the Securities Act, the rules and regulations of the Commission thereunder, including Rule 144 restricted periods. Resale restrictions 144, and legends The Purchaser acknowledges the applicable state securities laws; and that the certificates and documents representing the Purchased Securities Shares will bear the following legendsrestrictive legend: “NONE OF "THE SECURITIES TO WHICH REPRESENTED BY THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE, DISTRIBUTION OR RESALE THEREOF, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO RULE 144 UNDER SUCH ACT OR AN EXEMPTION FROMOPINION OF COUNSEL, OR SKILLED IN A TRANSACTION SECURITIES MATTERS AND SATISFACTORY TO THE ISSUER, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSREQUIRED UNDER SUCH ACT.” Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Purchaser (the “Closing Date”)."

No Registration of Securities. The Securities Convertible Loan, the Shares and the Warrants will not be registered with the SEC on a commercially reasonable efforts basis United States Securities and Exchange Commission and will also be tradable in compliance with Rule 144 restricted periods. Resale restrictions and legends The Purchaser acknowledges that the certificates representing the Purchased Securities Shares will bear the following legends: “NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "“SUBSCRIPTION AGREEMENT"”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT"”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares Convertible Loan will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Purchaser. Payment for, and delivery of the Convertible Loan, is scheduled to occur on or about April 30, 2009 or such other date as may be agreed upon by the Issuer and the Purchaser (the “Closing Date”).