Common use of No Registration, Review or Approval Clause in Contracts

No Registration, Review or Approval. The Purchaser acknowledges and understand that the limited private offering and sale of the Debentures and the Conversion Shares pursuant to this Agreement has not been reviewed or approved by the SEC or by any state securities commission, authority or agency, and is issued pursuant to an exemption under the 1933 Act and has not been registered under the securities or "blue sky" laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the Debentures and the Conversion Shares are being offered and sold hereunder pursuant to (i) a private placement exemption to the registration provisions of the Act pursuant to Section 3(b) of such Act and Regulation D promulgated under such Act, and (ii) a similar exemption to the registration provisions of applicable state securities laws.

No Registration, Review or Approval. The Purchaser acknowledges and understand that the limited private offering and sale of the Debentures Debentures, the Warrants and the Conversion Shares pursuant to this Agreement has not been reviewed or approved by the SEC Commission or by any state securities commission, authority or agency, and is issued pursuant to an exemption not registered under the 1933 Act and has not been registered or under the securities or "blue sky" laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the Debentures and the Conversion Shares are being offered and sold hereunder pursuant to (i) a private placement exemption to the registration provisions of the 1933 Act pursuant to Section 3(b) or Section 4(2) of such the 1933 Act and Regulation D promulgated under such the 1933 Act, and (ii) a similar exemption to the registration provisions of applicable state securities laws.

No Registration, Review or Approval. The Such Purchaser acknowledges and understand understands that the limited private offering and sale of the Debentures Note and Warrant pursuant to this Agreement, and the offering and sale of the Conversion Shares pursuant to this Agreement has and Warrant Shares, have not been reviewed or approved by the SEC or by any state securities commission, authority or agency, and is issued pursuant to an exemption not registered under the 1933 Act and has not been registered or under the securities or "“blue sky" ” laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the Debentures Note, Warrant, and the Conversion Warrant Shares are being offered and sold hereunder pursuant to (ia) a private placement exemption to the registration provisions of the Act pursuant to Section 3(b) or Section 4(2) of such Act and Regulation D promulgated under such Act, and (iib) a similar exemption to the registration provisions of applicable state securities laws.

No Registration, Review or Approval. The Purchaser acknowledges and understand that the limited private offering and sale of the Debentures and the Conversion Shares pursuant to this Agreement has not been reviewed or approved by the SEC or by any state securities commission, authority or agency, and is issued pursuant to an exemption not registered under the 1933 Act and has not been registered or under the securities or "blue sky" laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the Debentures and the Conversion Shares are being offered and sold hereunder pursuant to (i) a private placement exemption to the registration provisions of the Act pursuant to Section 3(b) or Section 4(2) of such Act and Regulation D promulgated under such Act, and (ii) a similar exemption to the registration provisions of applicable state securities laws.

No Registration, Review or Approval. The Purchaser acknowledges and understand ------------------------------------ understands that the limited private offering and sale of the Debentures Preferred Stock, Warrants and the Conversion Shares pursuant to this Agreement has not been reviewed or approved by the SEC or by any state securities commission, authority or agency, and is issued pursuant to an exemption not registered under the 1933 Act and has not been registered or under the securities or "blue sky" laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the Debentures Preferred Stock, Warrants and the Conversion Shares are being offered and sold hereunder pursuant to (i) a private placement exemption to the registration provisions of the Act pursuant to Section 3(b4(2) of such Act and Regulation D promulgated under such Act, thereunder and (ii) a similar exemption to the registration provisions of applicable state securities laws.

No Registration, Review or Approval. The Purchaser acknowledges and understand that the limited private offering and sale of the Debentures Debenture and the Conversion Underlying Shares pursuant to this Agreement has not been reviewed or approved by the SEC or by any state securities commission, authority or agency, and is issued pursuant to an exemption not registered under the 1933 Act and has not been registered or under the securities or "blue sky" laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the Debentures Debenture and the Conversion Underlying Shares are being offered and sold hereunder pursuant to (i) a private placement exemption to the registration provisions of the Act pursuant to Section 3(b) or Section 4(2) of such Act and Regulation D promulgated under such Act, and (ii) a similar exemption to the registration provisions of applicable state securities laws.

No Registration, Review or Approval. The Purchaser acknowledges and understand that the limited private offering and sale of the Debentures Debentures, Warrants and the Conversion Shares pursuant to this Agreement has not been reviewed or approved by the SEC or by any state securities commission, authority or agency, and is issued pursuant to an exemption not registered under the 1933 Act and has not been registered or under the securities or "blue sky" laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the Debentures Debentures, Warrants and the Conversion Shares are being offered and sold hereunder pursuant to (i) a private placement exemption to the registration provisions of the Act pursuant to Section 3(b) or Section 4(2) of such Act and Regulation D promulgated under such Act, and (ii) a similar exemption to the registration provisions of applicable state securities laws.

No Registration, Review or Approval. The Purchaser acknowledges and understand understands that the limited private offering and sale of the Debentures Debentures, Warrants and the Conversion Shares pursuant to this Agreement has not been reviewed or approved by the SEC or by any state securities commission, authority or agency, and is issued pursuant to an exemption not registered under the 1933 Act and has not been registered or under the securities or "blue sky" laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the Debentures Debentures, Warrants and the Conversion Shares are being offered and sold hereunder pursuant to (i) a private placement exemption to the registration provisions of the Act pursuant to Section 3(b) or Section 4(2) of such Act and Regulation D promulgated under such Act, and (ii) a similar exemption to the registration provisions of applicable state securities laws.