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, 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 not registered under the Act or under the securities or "blue sky" laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the 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 that the limited private offering and sale of the Debentures, Warrants 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 not registered issued pursuant to an exemption under the 1933 Act or 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, Warrants 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 Such Purchaser acknowledges and understand understands that the limited private offering and sale of the 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 not registered under the Securities Act or under the securities or "“blue sky" ” laws, rules or regulations of any state. The Such Purchaser acknowledges, understands and agrees that the Debentures, Warrants and the Conversion Shares are being offered and sold hereunder pursuant to (iA) a private placement exemption to the registration provisions of the Securities Act pursuant to Section 3(b) or Section 4(2) of such the Securities Act (and Rule 506 of Regulation D promulgated under such the Securities Act), and (iiB) 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 DebenturesNote and Warrant pursuant to this Agreement, Warrants 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 not registered under the Act or under the securities or "“blue sky" ” laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the DebenturesNote, Warrants 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, Warrants 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 not registered under the Act or under the securities or "blue sky" laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the Debentures, Warrants 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 understands that the limited private offering and sale of the 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 not registered under the Act or under the securities or "blue sky" laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the 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, 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 not registered under the Act or under the securities or "blue sky" laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the 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 that the limited private offering and sale of the 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 not registered under the 1933 Act or under the securities or "blue sky" laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the Debentures, Warrants 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 Purchaser acknowledges and understand ------------------------------------ understands that the limited private offering and sale of the DebenturesPreferred 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 not registered under the Act or under the securities or "blue sky" laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the DebenturesPreferred 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(b) or Section 4(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, Warrants 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 not registered under the Act or under the securities or "blue sky" laws, rules or regulations of any state. The Purchaser acknowledges, understands and agrees that the Debentures, Warrants 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 Subscriber acknowledges and understand understands that the limited private offering and sale of the Debentures, Warrants and the Conversion Shares securities pursuant to this Agreement has not been reviewed or approved by the SEC or by any state securities commission, authority or agency, and is not registered under the Act or under the securities or "blue sky" laws, rules or regulations of any stateSecurities Laws. The Purchaser Subscriber acknowledges, understands and agrees that the Debentures, Warrants and the Conversion Shares shares of Series 13 Preferred are being offered and sold exchanged hereunder pursuant to (i) an exchange offer exemption under Section 3(a)(9) of the Securities Act and (ii) (x) a private placement exemption to the registration provisions of the Securities Act pursuant to Section 3(b) or Section 4(2) of such Securities Act and and/or Regulation D promulgated under such the Securities Act, ) and (iiy) a similar exemption to the registration provisions of applicable state securities laws.