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

Reliance Upon Investor’s Representations. Such Investor understands that the Series K Preferred Stock and the Warrants are not, and any Common Stock acquired on conversion or exercise thereof at the time of issuance 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, and that the Company's reliance on such exemption is predicated on the Investors' representations set forth herein. Such Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring shares of the Series K Preferred Stock or Warrants for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Such Investor has no such intention.

Reliance Upon Investor’s Representations. Such Investor understands that the Series K Preferred Stock and the Warrants are not, and any Common Stock acquired on conversion or exercise thereof at (as the time of issuance case may be) 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, and that the Company's reliance on such exemption is predicated on the Investors' representations set forth herein. Such Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring shares of the Series K Preferred Stock, Warrants, or Common Stock or Warrants for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Such Investor has no such intention.

Reliance Upon Investor’s Representations. Such The Investor understands that the Series K A Preferred Stock and the Warrants are is not, and any Common Stock acquired on conversion or exercise thereof at the time of issuance may 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, and that the Company's reliance on such exemption is predicated on the Investors' representations set forth herein. Such 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 of the Series K A Preferred Stock or Warrants for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Such The Investor has no such intention.

Reliance Upon Investor’s Representations. Such Investor It ---------------------------------------- understands that the Series K B Preferred Stock and the Warrants are is not, and any Common Stock acquired on conversion or exercise thereof at the time of issuance 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, and that the Company's reliance on such exemption is predicated on the Investors' representations set forth herein. Such 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 of the Series K Preferred Stock or Warrants for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Such No Investor has no any such intention.

Reliance Upon Investor’s Representations. Such Each Investor understands that the Series K C Preferred Stock and the Warrants are is not, and any Common Stock acquired on conversion or exercise thereof at the time of issuance 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 section 4(2) thereof, and that the Company's reliance on such exemption is predicated on the Investors' representations set forth herein. Such Each Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring shares of the Series K Preferred Stock or Warrants for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Such No Investor has no any such intention.

Reliance Upon Investor’s Representations. Such Each Investor understands that the Series K Preferred Stock Convertible Notes and the Warrants are not, and any Common Stock Conversion Shares acquired on conversion or exercise thereof at the time of issuance may will not be, registered under the Securities Act on the ground that because 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) thereofthereof and/or regulations promulgated thereunder, and that the Company's reliance on such exemption is predicated on the Investors' representations set forth herein. Such Each Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring shares of the Series K Preferred Stock or Warrants Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Such No Investor has no any such intention.

Reliance Upon Investor’s Representations. Such Each Investor understands that the Series K A Preferred Stock and the Warrants are is not, and any Common Stock acquired on conversion or exercise conver- sion thereof at the time of issuance may not be, registered regis- tered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities securi- ties hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company's ’s reliance on such exemption is predicated on the Investors' ’ representations set forth herein. Such Each Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring shares of the Series K A Preferred Stock or Warrants for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Such No Investor has no any such intention.

Reliance Upon Investor’s Representations. Such Each Investor understands that the Series K D Preferred Stock and the Warrants are is not, and any Series D-1 Preferred Stock or any Common Stock acquired on conversion or exercise thereof at the time of issuance 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, and that the Company's reliance on such exemption is predicated on the Investors' representations set forth herein. Such Each Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring shares of the Series K Preferred Stock or Warrants Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Such No Investor has no any such intention.