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

No Registration, Review or Approval. Such Subscriber acknowledges and understands that the limited private offering and sale of Common Stock 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. Such Subscriber acknowledges, understands and agrees that the Common Stock is being offered and sold hereunder pursuant to (i) a private placement exemption to the registration provisions of the Act pursuant to Section 4(2) of such Act (and Rule 506 of 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. Such The Subscriber acknowledges and understands that the limited private offering and sale of Common Series 5 Preferred Stock 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. Such The Subscriber acknowledges, understands and agrees that the Common Series 5 Preferred Stock is being offered and sold hereunder pursuant to (i) a private placement exemption to the registration provisions of the Securities Act pursuant to Section 3(b) and/or Section 4(2) of such Securities Act (and Rule 506 of and/or Regulation D promulgated under such the Securities Act), ) and (ii) a similar exemption to the registration provisions of applicable state securities laws.