Common use of Reliance Upon Investor’s Representations Clause in Contracts

Reliance Upon Investor’s Representations. Such Investor understands that the Shares are not, and any Common Stock acquired on conversion of the Shares at the time of issuance might not be, registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof or Regulation D thereunder, and that the Company’s reliance on such exemption is predicated on the Investor’s representations set forth herein. The Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Investor does not have any such intention.

Reliance Upon Investor’s Representations. Such Investor understands that the Shares are Preferred Stock is not, and any Common Stock acquired on conversion of the Shares thereof at the time of issuance might may not be, registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof or Regulation D thereunderthereof, and that the Company’s 's reliance on such exemption is predicated on the Investor’s 's representations set forth herein. The Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring Shares the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Investor does not have any has no such intention.

Reliance Upon Investor’s Representations. Such The Investor understands that the Shares and the Warrant are not, and any Common Stock acquired on conversion of the Warrant Shares and the Conversion Shares at the time of issuance might may not be, registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof or Regulation D thereunderthereof, and that the Company’s 's reliance on such exemption is predicated on the Investor’s 's representations set forth herein. The Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring Shares the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Investor does not have any has no such intention.

Reliance Upon Investor’s Representations. Such Investor understands that the Shares are not, and any Common Conversion Stock acquired on conversion of the Shares at the time of issuance might may not be, registered under the Securities Act on because of the ground fact that the sale provided for in this Agreement and the issuance of securities the Securities hereunder is are exempt from registration under the Securities Act pursuant to Section 4(2) thereof or Regulation D thereunderan exemption from the registration provisions thereof, and that the Company’s reliance on such exemption is predicated on the Investor’s bona fide nature of the investment intent and the accuracy of the representations of the Investors set forth herein. The Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Investor does not have any such intention.

Reliance Upon Investor’s Representations. Such Each Investor understands that the Shares are Series C Preferred Stock is not, and any Common Stock acquired on conversion of the Shares thereof at the time of issuance might may not be, registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof or Regulation D thereunderthereof, and that the Company’s 's reliance on such exemption is predicated on the such Investor’s 's representations set forth herein. The Each Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the such Investor has in mind merely acquiring Shares the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Each Investor does not have any has no such intention.

Reliance Upon Investor’s Representations. Such The Investor understands that the Shares are not, issuance and any sale of the Securities and Common Stock acquired on issuable upon conversion of the Shares at Note or exercise of the time of issuance might Replacement Warrant will not be, be registered under the Securities Act on the ground that the such issuance and sale provided for in this Agreement and the issuance of securities hereunder is will be exempt from registration under the Securities Act pursuant to Rule 506 of Regulation D and/or Section 4(2) thereof or Regulation D thereunderthereof, and that the Company’s 's reliance on such exemption is predicated based on the each Investor’s 's representations set forth herein. The Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the any Investor has in mind merely acquiring Shares the securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Such Investor does not have any has no such present intention.

Reliance Upon Investor’s Representations. Such Investor understands that the Shares Subject Stock and the Warrants are not, and any the Common Stock acquired on conversion of the Shares or exercise thereof, respectively, at the time of issuance might may not be, registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof or Regulation D thereunderthereof, and that the Company’s 's reliance on such exemption is predicated on the Investor’s 's representations set forth herein. The Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring Shares for shares of the Subject Stock or the Warrant with a fixed or determinable period present intention to sell those securities in the near future, or for a market rise, or for sale if the market does not rise. The Investor does not have any such intention.

Reliance Upon Investor’s Representations. Such The Investor understands that the Shares Securities are not, not (and any in the case of Common Stock acquired on conversion issuable upon exercise of the Shares at the time of issuance might Bridge Warrants and Contingent Warrants respectively, will not be, ) registered under the Securities Act on the ground grounds that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof or Regulation D thereunderthereof, and that the Company’s 's reliance on such exemption is predicated on the Investor’s Investors' representations set forth herein. The Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring Shares the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Investor does not have any has no such intention.

Reliance Upon Investor’s Representations. Such Investor It understands ----------------------------------------- that the Shares are Series C Preferred Stock is not, and any Common Stock acquired on conversion of the Shares thereof at the time of issuance might may not be, registered under the Securities 1933 Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities 1933 Act pursuant to Section section 4(2) thereof or Regulation D thereunderthereof, and that the Company’s 's reliance on such exemption is predicated on the Investor’s 's representations set forth herein. The Each Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the such Investor has in mind merely acquiring Shares shares of the Stock for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Investor does not have any has no such intention.