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 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”).

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”). Jurisdiction of organization The Issuer is incorporated under the laws of the State of Nevada.