Common use of Not a Registered Offering Clause in Contracts

Not a Registered Offering. The undersigned understands that the Note issued hereunder (including any securities issuable upon conversion thereof) has not been and is not being registered with the SEC nor with the governmental entity charged with regulating the offer and sale of securities under the securities laws and regulations of the state of residence of the undersigned and are being offered and sold pursuant to the exemption from registration provided in Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D (“Regulation D”) promulgated under the 1933 Act by the SEC and limited exemptions provided in the “Blue Sky” laws of the state of residence of the undersigned, and that no governmental agency has recommended or endorsed the Note or made any finding or determination relating to the fairness for investment of the Note (including any securities issuable upon conversion thereof) or of the adequacy of the information on file with the SEC or this Subscription Agreement. The undersigned is unaware of, and is in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the Note (including any securities issuable upon conversion thereof). The undersigned is purchasing the Note without being furnished any offering or sales literature or prospectus.

Not a Registered Offering. The undersigned understands that the Note Stock to be issued hereunder (including any securities issuable upon conversion thereof) has not been and is not being registered with the SEC nor with the governmental entity charged with regulating the offer and sale of securities under the securities laws and regulations of the state of residence of the undersigned and are being offered and sold pursuant to the exemption from registration provided in Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D (“Regulation D”) promulgated under the 1933 Act by the SEC and limited exemptions provided in the “Blue Sky” laws of the state of residence of the undersigned, and that no governmental agency has recommended or endorsed the Note Stock or made any finding or determination relating to the fairness for investment of the Note Stock (including any securities issuable upon conversion thereof) or of the adequacy of the information on file with the SEC or this Subscription and Stock Purchase Agreement. The undersigned is unaware of, and is in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the Note Stock (including any securities issuable upon conversion thereof). The undersigned is purchasing the Note Stock without being furnished any offering or sales literature or prospectus.

Not a Registered Offering. The undersigned understands that the Note issued hereunder (including any securities issuable upon conversion thereof) has and the Warrants (and any securities issuable upon conversion thereof) have not been and is will not being registered with the SEC nor with the governmental entity charged with regulating the offer and sale of securities under the securities laws and regulations of the state of residence of the undersigned and are being offered and sold pursuant to the exemption from registration provided in Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D (“Regulation D”) promulgated under the 1933 Act by the SEC and limited exemptions provided in the “Blue Sky” laws of the state of residence of the undersigned, and that no governmental agency has recommended or endorsed the Note or the Warrants nor made any finding or determination relating to the fairness for investment of the Note (including any securities issuable upon conversion thereof) or the Warrants (including any securities issuable upon conversion thereof) or of the adequacy of the information on file with the SEC or this Subscription Agreement. The undersigned is unaware of, and is in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the Note (including any securities issuable upon conversion thereof) or the Warrants (including any securities issuable upon conversion thereof). The undersigned is purchasing the Note and Warrants without being furnished any offering or sales literature or prospectus.

Not a Registered Offering. The undersigned understands that the Note Units and the securities underlying the Units to be issued hereunder (including any securities issuable upon conversion thereof) has have not been and is are not being registered with the SEC Securities and Exchange Commission (the “SEC”) nor with the governmental entity charged with regulating the offer and sale of securities under the securities laws and regulations of the state of residence of the undersigned undersigned, and that such Units are being offered and sold pursuant to the exemption exemptions from registration provided in Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), ) and Rule 506 of in Regulation D (“Regulation D”) promulgated under the 1933 Act by the SEC SEC, and pursuant to limited exemptions provided in the “Blue Sky” laws of the state of residence of the undersigned, and that no governmental agency has recommended or endorsed the Note Units or made any finding or determination relating to the fairness for investment of the Note (including any securities issuable upon conversion thereof) investment terms or the suitability of an investment in the adequacy of Units by the information on file with the SEC or this Subscription Agreementundersigned. The undersigned is unaware of, and is in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the Note (including any securities issuable upon conversion thereof)Units. The undersigned is purchasing the Note Units without being furnished any offering Offering or sales literature or prospectus, other than the Private Placement Memorandum and other materials contained in the subscription package of which this Agreement is a part.