Common use of Private Issue Clause in Contracts

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant Agreement is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's ’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock Warrant Shares issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's ’s reliance on such exemption is predicated in part on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred ------------- Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's ’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the ------------- Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Capital Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's ’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Warrant Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's ’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder Holder understands (i) that the Preferred Warrant and the Common Stock issuable upon exercise of this Warrant is are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's ’s reliance on such exemption is predicated on the representations set forth in this Section 108.

Private Issue. The Warrantholder understands (i) that the Preferred Stock Warrant ------------- Shares issuable upon exercise of this Warrant is are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 104.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant (or Common Stock issuable upon conversion thereof) is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (iiiii) that the Company's ’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that this Warrant and ------------- the Preferred Stock issuable upon exercise of this Warrant is are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's ’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's ’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock Warrant Shares issuable upon exercise of this Warrant is are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred ------------- Stock issuable upon exercise of this Warrant is not registered under the 1933 1993 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant Agreement is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that neither this Warrant nor the Preferred Common Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's ’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (iI) that the Preferred ------------- Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in In this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Common Stock ------------- issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on an such exemption is Is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that and the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations representation set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock Warrant ------------- Shares issuable upon exercise of this Warrant is are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 105.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that ------------- the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (iI) that the Preferred Stock stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred ------------- Stock issuable upon exercise of this Warrant the Warrantholder's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Common Stock ------------- issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the ------------- Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company's reliance on such an exemption from the registration requirements of the 1933 Act is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant (and any Common Stock or other securities issuable upon conversion thereof) is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands understands: (i) that the Preferred ------------- Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, ; and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (ia) that the Preferred Stock Warrant ------------- Shares issuable upon exercise of this Warrant is are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (iib) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 104.

Private Issue. The Warrantholder understands that (i) that the Preferred Stock Shares issuable upon exercise of this Warrant is the Warrantholder's rights contained herein are not registered under the Securities Act of 1933 Act (the "1933 Act") or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 109.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant the Warrantholder's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (iii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant (and the Common Stock issuable upon conversion of such Preferred Stock) is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that neither the ------------- right to purchase Preferred Stock or other securities of the Company hereunder nor the Preferred Stock issuable upon exercise of this Warrant is not has been or will be registered under the 1933 Act or registered or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be thereof is exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that that, subject to Section 9(i) above, neither this Warrant nor the Preferred Common Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by of this Warrant Agreement and the Common Stock upon exercise hereof is and will be exempt from the such registration and qualifications requirements thereofrequirements, and (ii) that the Company's ’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that neither this Warrant nor the Preferred Stock issuable upon exercise of this Warrant is not being registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereofin reliance upon exemptions therefrom, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Warrant Stock ------------- issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is Is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Common -------------- Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations representation set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, thereof and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock ------------- Shares issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 109.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications qualification requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations transactions set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant the Warrantholder's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred ------------- Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements requirement; thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state application late securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, ; and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock Warrant ------------- Shares issuable upon exercise of this Warrant is are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.4. EXHIBIT B -4-

Private Issue. The Warrantholder understands (i) that the Preferred ------------- Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated prediated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred ------------- Stock issuable upon exercise of this Warrant is not registered under the 1933 1 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred ------------- Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws law on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant Agreement is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's ’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (iI) that the Preferred ------------- Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Preferred ------------- Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.and