Common use of No Registration of Securities Clause in Contracts

No Registration of Securities. The Investor understands that the Shares to be issued by the Company under this Agreement will not be registered under the Securities Act or the applicable securities laws of any state in reliance on 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 constitute "restricted securities" within the meaning of the Securities Act, the rules and regulations of the Commission thereunder, including Rule 144, and the applicable state securities laws; and that the certificates and documents representing the Shares will bear the following restrictive legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE 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, OR PURSUANT TO RULE 144 UNDER SUCH ACT OR AN OPINION OF COUNSEL, SKILLED IN SECURITIES MATTERS AND SATISFACTORY TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT." 7.7.1 The Company may place on the certificates and documents representing the Shares such additional legends as may be necessary or advisable for purposes of compliance with the applicable state securities laws. 7.7.2 The Investor acknowledges that the Shares to be issued to it under this Agreement must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions.

No Registration of Securities. The Investor understands that Convertible Loan, the Shares to be issued by and the Company under this Agreement Warrants will not be registered under with the United States Securities Act or the applicable securities laws of any state and Exchange Commission and will be tradable in reliance on the so-called "private offering" exemption provided by Section 4(2) of the Securities Act, Regulation D promulgated under the Securities Act, compliance with Rule 144 restricted periods. Resale restrictions and by such state securities laws; that the Shares will constitute "restricted securities" within the meaning of the Securities Act, the rules and regulations of the Commission thereunder, including Rule 144, and the applicable state securities laws; and legends The Purchaser acknowledges that the certificates and documents representing the Shares will bear the following restrictive legend: "THE “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER WITH THE SECURITIES ACT AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF 1933. THESE SECURITIES ANY STATE AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR ISSUED IN CONNECTION WITH, THE SALE, DISTRIBUTION OR RESALE THEREOF, AND MAY NOT BE TRANSFERRED WITHOUT RELIANCE UPON AN EFFECTIVE EXEMPTION FROM REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO RULE 144 UNDER SUCH AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR AN OPINION OF COUNSELAND 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 Convertible Loan will take place in one or more closings, SKILLED IN SECURITIES MATTERS AND SATISFACTORY TO THE ISSUERon a date or dates as agreed to by the Issuer and the Purchaser. Payment for, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT." 7.7.1 The Company may place and delivery of the Convertible Loan, is scheduled to occur on the certificates and documents representing the Shares or about , 2009 or such additional legends other date as may be necessary or advisable for purposes of compliance with agreed upon by the applicable state securities lawsIssuer and the Purchaser (the “Closing Date”). 7.7.2 The Investor acknowledges that the Shares to be issued to it under this Agreement must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions.

No Registration of Securities. The Investor understands that the Shares to be issued by the Company under this Agreement Units will not be registered under with the Securities Act or the applicable securities laws of any state SEC and will be tradable in reliance on the so-called "private offering" exemption provided by Section 4(2) of the Securities Act, Regulation D promulgated under the Securities Act, compliance with Rule 144 restricted periods. Resale restrictions and by such state securities laws; that the Shares will constitute "restricted securities" within the meaning of the Securities Act, the rules and regulations of the Commission thereunder, including Rule 144, and the applicable state securities laws; and legends The Purchaser acknowledges that the certificates and documents representing the Shares Purchased Securities will bear the following restrictive legendlegends: “THESE SECURITIES WERE SOLD IN AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "THE 1933 ACT"). THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER WITH THE SECURITIES ACT AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF 1933. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE, DISTRIBUTION OR RESALE THEREOFANY STATE, AND MAY NOT WILL BE TRANSFERRED WITHOUT ISSUED IN RELIANCE UPON AN EFFECTIVE EXEMPTION FROM REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO RULE 144 UNDER SUCH AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR AN OPINION OF COUNSELAND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, SKILLED HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN SECURITIES MATTERS AND SATISFACTORY TO COMPLIANCE WITH THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH 1933 ACT." 7.7.1 ” 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 the Securities laws where he or she is resident. Closing Date The Company may completion of the sale and purchase of the Units will take place in one or more closings, on a date or dates as agreed to by the certificates Issuer and documents representing the Shares Purchaser. Payment for, and delivery of the Shares, is scheduled to occur on or about <>__________________ , 2007 or such additional legends later date as may be necessary or advisable for purposes agreed upon by the Issuer and the Purchaser (the “Closing Date”). Securities The Shares, the Warrants and the common shares issued upon exercise of compliance with the applicable state securities laws. 7.7.2 Warrants. Jurisdiction of organization The Investor acknowledges that the Shares to be issued to it under this Agreement must be held indefinitely unless subsequently registered Issuer is incorporated under the Securities Act or an exemption from such registration is available. The Investor is aware laws of the provisions State of Rule 144 promulgated under Nevada. Stock exchange listings Certain market makers make market in the Securities Act which permit limited resale of securities purchased in a private placement subject to Issuer’s stock on the satisfaction of certain conditions.U.S. over the counter bulletin board

No Registration of Securities. The Investor understands that the Shares to be issued by the Company under this Agreement and Warrants will not be registered under with the United States Securities Act or the applicable securities laws of any state and Exchange Commission and will be tradable in reliance on the so-called "private offering" exemption provided by Section 4(2) of the Securities Act, Regulation D promulgated under the Securities Act, compliance with Rule 144 restricted periods. Resale restrictions and by such state securities laws; that the Shares will constitute "restricted securities" within the meaning of the Securities Act, the rules and regulations of the Commission thereunder, including Rule 144, and the applicable state securities laws; and legends The Purchaser acknowledges that the certificates and documents representing the Shares will bear the following restrictive legendlegends: "THE “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER WITH THE SECURITIES ACT AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF 1933. THESE SECURITIES ANY STATE AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR ISSUED IN CONNECTION WITH, THE SALE, DISTRIBUTION OR RESALE THEREOF, AND MAY NOT BE TRANSFERRED WITHOUT RELIANCE UPON AN EFFECTIVE EXEMPTION FROM REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO RULE 144 UNDER SUCH AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR AN OPINION OF COUNSELAND 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 Units will take place in one or more closings, SKILLED IN SECURITIES MATTERS AND SATISFACTORY TO THE ISSUERon a date or dates as agreed to by the Issuer and the Purchaser. Payment for, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT." 7.7.1 The Company may place and delivery of the Units, is scheduled to occur on the certificates and documents representing the Shares or about January 23, 2009 or such additional legends later date as may be necessary or advisable for purposes of compliance with agreed upon by the applicable state securities lawsIssuer and the Purchaser (the “Closing Date”). 7.7.2 The Investor acknowledges that the Shares to be issued to it under this Agreement must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions.