Common use of No Shell Company Clause in Contracts

No Shell Company. The Company is not, nor has it ever been, the type of “issuer” defined in Rule 144(i)(1) under the 1933 Act (a “Shell Company”). The Company acknowledges and agrees that (a) it is essential to the Buyer that the Buyer be able to sell Common Stock the Buyer receives under the Note in reliance on Rule 144, (b) if the Company were or ever had been a Shell Company, any Common Stock received by the Buyer under the Note could not be sold in reliance on Rule 144 (at least without satisfying additional conditions), and (c) Buyer is relying on the truth and accuracy of the Company’s representation in the foregoing sentence and the availability of Rule 144 with respect to Buyer’s selling of Common Stock in entering into this Agreement and purchasing the Note.

No Shell Company. The Company is not, nor has it ever been, the type of “issuer” defined in Rule 144(i)(1) under the 1933 Act (a “Shell Company”). The Company acknowledges and agrees that (ai) it is essential to the Buyer that the Buyer be able to sell Common Stock the Buyer it receives under the Note in reliance on Rule 144, (bii) if the Company were or ever had been a Shell Company, any Common Stock received by the Buyer under the Note could not be sold in reliance on Rule 144 (at least without satisfying additional conditions), and (ciii) Buyer is relying on the truth and accuracy of the Company’s representation in the foregoing sentence and the availability of Rule 144 with respect to Buyer’s selling of Common Stock in entering into this Agreement and purchasing the Note.

No Shell Company. The Company is not, nor has it ever been, not the type of “issuer” defined in Rule 144(i)(1) under the 1933 Act (a “Shell Company”). The Company acknowledges and agrees that (a) it is essential to the Buyer that the Buyer be able to sell Common Stock the Buyer receives under the Note or Warrant in reliance on Rule 144, (b) if the Company were or ever had been a Shell Company, any Common Stock received by the Buyer under the Note or Warrant could not be sold in reliance on Rule 144 (at least without satisfying additional conditions), and (c) Buyer is relying on the truth and accuracy of the Company’s representation in the foregoing sentence and the availability of Rule 144 with respect to Buyer’s selling of Common Stock in entering into this Agreement and Agreement, purchasing the NoteNote and receiving the Warrant. Notwithstanding the foregoing, the Buyer acknowledges that the Company was a Shell Company prior to August 2012.